UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D C  20549
                                  FORM 10-Q


(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     For the quarterly period ended June 30, 2000

                               OR

( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     For the transition period from                to



                       Commission File Number 1-1463

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


             New York                             13-1421730

(State or other jurisdiction of               (I.R.S. Employer
 incorporation or organization)               Identification No.)



  39 Old Ridgebury Road, Danbury, CT                06817-0001
 (Address of principal executive offices)           (Zip Code)


                               203-794-2000
            Registrant's telephone number, including area code




             (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  X   No__


Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.

            Class                       Outstanding at July 31, 2000
 Common Stock, $1 par value                  134,922,253 shares


       Total number of sequentially numbered pages in this filing,
                       including exhibits thereto:  24
<PAGE>


<TABLE>
<CAPTION>
                                     INDEX
                                     -----                        PAGE
                                                                  ----
 PART I.  FINANCIAL INFORMATION
 ------------------------------
 <S>        <C>                                                   <C>
 Item 1.    Financial Statements of Union Carbide
            Corporation and Subsidiaries

            Condensed Consolidated Statement of Income -
               Quarter Ended June 30, 2000 and 1999                3

            Condensed Consolidated Statement of Income -
               Six Months Ended June 30, 2000 and 1999             4

            Condensed Consolidated Balance Sheet -
               June 30, 2000 and December 31, 1999                 5

            Condensed Consolidated Statement of Cash Flows -
               Six Months Ended June 30, 2000 and 1999             6

            Notes to Condensed Consolidated Financial
               Statements                                        7-13

 Item 2.    Management's Discussion and Analysis of Financial
               Condition and Results of Operations              14-20

 Item 3.    Quantitative and Qualitative Disclosure About
               Market Risk                                      15-16

 PART II.  OTHER INFORMATION
 ---------------------------

 Item 1.   Legal Proceedings                                       21

 Item 2.   Changes in Securities and Use of Proceeds               21

 Item 6.   Exhibits and Reports on Form 8-K                        21

 Signature                                                         22

 Exhibit Index                                                     23

</TABLE>

Cautionary statement: All statements in this Quarterly Report on
Form 10-Q that do not reflect historical information are forward-
looking statements, within the meaning of the Private Securities
Litigation Reform Act of 1995 (as amended). Forward-looking
statements include statements concerning the pending merger with
The Dow Chemical Company (and, with regard to the merger, the Dow
Merger); plans; objectives; strategies; anticipated future events
or performance; sales; cost, expense and earnings expectations;
interest rate and currency risk management; the chemical markets
in 2000 and beyond; development, production and acceptance of new
products and process technologies; ongoing and planned capacity
additions and expansions; joint ventures; Management's Discussion
and Analysis; and any other statements that do not reflect
historical information. Such forward-looking statements are
subject to risks and uncertainties. Important factors that could
cause actual results to differ materially from those discussed in
such forward-looking statements include the supply/demand balance
for the corporation's products; customer inventory levels;
competitive pricing pressures; raw material availability and
costs; changes in industry production capacities and operating
rates; currency exchange rates; interest rates; global economic
conditions; competitive technology positions; failure by the
corporation to achieve technology objectives, achieve cost
reduction targets or complete projects on schedule and on budget;
inability to obtain new customers or retain existing ones; and,
with respect to the Dow Merger, failure to obtain necessary
regulatory and other governmental approvals and failure to satisfy
conditions of the merger agreement.

                              -2-
<PAGE>



<TABLE>
<CAPTION>
                            PART I. FINANCIAL INFORMATION

                      UNION CARBIDE CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED STATEMENT OF INCOME

                                                Millions of dollars
                                            (Except per share figures)
                                              Quarter ended June 30,
                                                   2000       1999
                                                   ----       ----
<S>                                             <C>       <C>
NET SALES                                        $1,674     $1,418
                                                 ------     ------

 Cost of sales, exclusive of depreciation and
   amortization                                   1,354      1,105
 Research and development                            39         39
 Selling, administrative and other expenses(a)       61         57
 Depreciation and amortization                      102         95
 Partnership income (loss)                            9         (4)
 Other income - net                                  36         27
                                                 ------     ------

INCOME BEFORE INTEREST EXPENSE AND PROVISION
 FOR INCOME TAXES                                   163        145
 Interest expense                                    45         35
                                                 ------     ------

INCOME BEFORE PROVISION FOR INCOME TAXES            118        110
 Provision for income taxes                          29         28
                                                 ------     ------

INCOME OF CONSOLIDATED COMPANIES AND PARTNERSHIPS    89         82
 Minority interest                                    2          1
 Income (loss) from corporate investments
   carried at equity                                 43        (18)
                                                 ------     ------

NET INCOME                                       $  130     $   63
                                                 ======     ======

Earnings per common share
  Basic                                          $ 0.96     $ 0.47
  Diluted                                        $ 0.94     $ 0.46
Cash dividends declared per common share         $ 0.225    $ 0.225


(a) Selling, administrative and other expenses include:
       Selling                                   $   22     $   23
       Administrative                                22         16
       Other expenses                                17         18
                                                 ------     ------
                                                 $   61     $   57
                                                 ======     ======


The Notes to Condensed Consolidated Financial Statements on Pages
7 through 13 should be read in conjunction with this statement.
</TABLE>
                              -3-
<PAGE>



<TABLE>
<CAPTION>
                      UNION CARBIDE CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED STATEMENT OF INCOME

                                                  Millions of dollars
                                              (Except per share figures)
                                               Six months ended June 30,
                                                   2000        1999
                                                   ----        ----
<S>                                             <C>         <C>
NET SALES                                        $3,291      $2,820
                                                 ------      ------

 Cost of sales, exclusive of depreciation and
   amortization                                   2,668       2,137
 Research and development                            78          76
 Selling, administrative and other expenses(a)      134         127
 Depreciation and amortization                      204         199
 Partnership income                                  12           2
 Other income - net                                  60          41
                                                 ------      ------

INCOME BEFORE INTEREST EXPENSE AND PROVISION
 FOR INCOME TAXES                                   279         324
 Interest expense                                    82          66
                                                 ------      ------

INCOME BEFORE PROVISION FOR INCOME TAXES            197         258
 Provision for income taxes                          49          66
                                                 ------      ------

INCOME OF CONSOLIDATED COMPANIES AND PARTNERSHIPS   148         192
 Minority interest                                    3           2
 Income (loss) from corporate investments
   carried at equity                                 82         (50)
                                                 ------      ------

INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN
 ACCOUNTING PRINCIPLE                               227         140
 Cumulative effect of change in accounting
   principle                                          -         (20)
                                                 ------      ------

NET INCOME                                       $  227      $  120
                                                 ======      ======

Earnings per common share
 Basic -
  Income before cumulative effect of change
    in accounting principle                      $ 1.68      $ 1.05
  Cumulative effect of change in accounting
    principle                                         -      $(0.15)
                                                 ------      ------
  Net income                                     $ 1.68      $ 0.90
                                                 ======      ======

 Diluted -
  Income before cumulative effect of change
    in accounting principle                      $ 1.65      $ 1.02
  Cumulative effect of change in accounting
     principle                                        -       (0.14)
                                                 ------      ------
  Net income                                     $ 1.65      $ 0.88
                                                 ======      ======
Cash dividends declared per common share         $ 0.45      $ 0.45


(a) Selling, administrative and other expenses include:
       Selling                                   $   45      $   46
       Administrative                                44          41
       Other expenses                                45          40
                                                 ------      ------
                                                 $  134      $  127
                                                 ======      ======

The Notes to Condensed Consolidated Financial Statements on Pages
7 through 13 should be read in conjunction with this statement.
</TABLE>
                             -4-
<PAGE>



<TABLE>
<CAPTION>
                       UNION CARBIDE CORPORATION AND SUBSIDIARIES
                          CONDENSED CONSOLIDATED BALANCE SHEET

                                                Millions of dollars
                                                June 30,    Dec. 31,
                                                  2000        1999
                                                  ----        ----
<S>                                             <C>        <C>
ASSETS
------
  Cash and cash equivalents                      $   59    $    41
  Notes and accounts receivable                   1,166      1,132
  Inventories                                       743        680
  Other current assets                              301        297
                                                 ------    -------

  Total current assets                            2,269      2,150

  Property, plant and equipment                   9,303      9,057
  Less: Accumulated depreciation                  4,687      4,536
                                                 ------    -------

  Net fixed assets                                4,616      4,521

  Companies carried at equity                       915        756
  Other investments and advances                     92         75
                                                 ------    -------

  Total investments and advances                  1,007        831

  Other assets                                      525        455
                                                 ------    -------

  Total assets                                   $8,417    $ 7,957
                                                 ======    =======


LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
 Accounts payable                                $  298    $   329
 Short-term debt and current portion of
  long-term debt                                  1,109        782
 Accrued income and other taxes                      15          -
 Other accrued liabilities                          758        678
                                                 ------    -------
 Total current liabilities                        2,180      1,789

 Long-term debt                                   1,758      1,869
 Postretirement benefit obligation                  431        438
 Other long-term obligations                        567        603
 Deferred credits                                   652        599
 Minority stockholders' equity in consolidated
  subsidiaries                                       44         42
 Stockholders' equity:
  Common stock - authorized - 500,000,000 shares
               - issued - 158,297,608 shares
                  (157,571,933 shares in 1999)      158        158
   Additional paid-in capital                       193        165
   Other equity adjustments                          (2)        (1)
   Accumulated other comprehensive loss             (191)     (160)
   Retained earnings                               3,697     3,530
   Unearned employee compensation - ESOP             (51)      (56)
   Treasury stock, at cost - 23,416,034 shares
               (23,428,229 shares in 1999)        (1,019)   (1,019)
                                                  ------    ------

 Total stockholders' equity                        2,785     2,617
                                                  ------   -------

 Total liabilities and stockholders' equity       $8,417   $ 7,957
                                                  ======   =======

The Notes to Condensed Consolidated Financial Statements on Pages 7
through 13 should be read in conjunction with this statement.
</TABLE>
                                 -5-
<PAGE>



<TABLE>
<CAPTION>
                  UNION CARBIDE CORPORATION AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                                                   Millions of dollars
                                                 Six Months Ended June 30,
                                                     2000         1999
                                                  Increase (decrease) in
                                                Cash and cash equivalents

<S>                                               <C>          <C>
OPERATIONS
-----------
Income before cumulative effect of change in
   accounting principle                           $   227        $ 140
  Noncash charges (credits) to net income:
    Depreciation and amortization                     204          199
    Deferred income taxes                              58           81
    Equity in (earnings) losses of joint
       ventures, net of cash received                 (57)          68
    Other                                             (45)          21
  Decrease (increase) in working capital(a)          (101)        (228)
  Long-term assets and liabilities                    (27)         (33)
                                                    -----        -----
Cash Flow From Operations                             259          248
                                                    -----        -----
 INVESTING
 ---------
  Capital expenditures                               (322)        (381)
  Investments, advances and acquisitions             (135)         (62)
  Proceeds from the sale of
     available-for-sale securities                     65           18
  Purchase of available-for-sale securities           (38)         (28)
  Sale of fixed and other assets                        8           19
                                                    -----        -----
Cash Flow Used for Investing                         (422)        (434)
                                                    -----        -----
 FINANCING
 ---------
  Change in short-term debt (3 months or less)        340           20
  Proceeds from short-term debt                         3            2
  Repayments of short-term debt                       (13)          (8)
  Proceeds from long-term debt                          -          285
  Repayments of long-term debt                       (114)         (52)
  Issuance of common stock                             20           30
  Purchase of common stock                              -          (50)
  Payment of dividends                                (61)         (60)
  Other                                                 5           11
                                                    -----        -----
Cash Flow From Financing                              180          178
                                                    -----        -----
Effect of exchange rate changes on cash and
   cash equivalents                                     1            -
Change in cash and cash equivalents                    18           (8)
Cash and cash equivalents, beginning-of-period         41           49
                                                    -----        -----
Cash and cash equivalents, end-of-period            $  59        $  41
                                                    =====        =====
Cash (received) paid for interest and income taxes
  Interest (net of amount capitalized)              $  96        $  72
  Income taxes                                      $ (33)       $  18

(a) Net change in certain components of working
      capital (excluding noncash transactions):

    (Increase) decrease in current assets
      Notes and accounts receivable                 $ (24)       $(146)
      Inventories                                     (63)          71
      Other current assets                             (4)         (20)
    (Decrease) increase in payables and accruals      (10)        (133)
                                                     -----       -----
    (Increase) decrease in working capital          $(101)       $(228)
                                                    =====        =====

The Notes to Condensed Consolidated Financial Statements on Pages 7
through 13 should be read in conjunction with this statement.

</TABLE>
                                -6-
<PAGE>




           UNION CARBIDE CORPORATION AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
      ----------------------------------------------------


1. Consolidated Financial Statements

   In the opinion of management, the accompanying unaudited
   condensed consolidated financial statements include all
   adjustments necessary for a fair statement of the results
   for the interim periods.  These adjustments consist of only
   normal recurring adjustments.  The accompanying statements
   should be read in conjunction with the Notes to Financial
   Statements of Union Carbide Corporation and Subsidiaries
   ("the corporation" or "UCC") in the 1999 annual report to
   stockholders.

   Unrealized gains and losses resulting from translating
   foreign subsidiaries' assets and liabilities into U.S.
   dollars generally are recognized as part of "Comprehensive
   income," and are included in "Accumulated other
   comprehensive loss" on the Condensed Consolidated Balance
   Sheet until such time as the subsidiary is sold or
   substantially or completely liquidated.  Translation gains
   and losses relating to those operations located in Latin
   American countries where hyperinflation exists and to
   international operations using the U.S. dollar as their
   functional currency are included in the Condensed
   Consolidated Statement of Income.

<TABLE>
<CAPTION>
2.  Comprehensive Income

    The following summary presents the components of
    comprehensive income:


                                        Quarter Ended    Six Months Ended
                                           June 30,        June 30,
     Millions of dollars,                2000    1999      2000     1999
                                         ----    ----      ----     ----
     <S>                                 <C>     <C>       <C>      <C>
     Net income                          $130     $63      $227     $120

     Other comprehensive income:
       Unrealized gains and losses on
         available-for-sale securities,
         net of reclassification
         adjustments and net of tax         -       2         4        2
       Foreign currency translation
         adjustments                      (25)     (2)      (35)     (55)
                                          ---      --      ----     ----

     Comprehensive income                $105     $63      $196     $ 67
                                         ====     ===      ====     ====


     </TABLE>

     <TABLE>
     <CAPTION>
     3. Inventories

                                         June 30,     Dec. 31,
     Millions of dollars,                  2000         1999
                                           ----         ----
     <S>                                  <C>          <C>
     Raw materials and supplies            $170         $152
     Work in process                         58           45
     Finished goods                         515          483
                                           ----         ----
                                           $743         $680
                                           ====         ====
</TABLE>
                                 -7-
<PAGE>



4. Business and Geographic Segment Information

   The corporation has two operating segments, Specialties &
   Intermediates ("S&I") and Basic Chemicals & Polymers ("BC&P").
   The S&I segment includes the corporation's specialty
   chemicals and polymers product lines, licensing, and solvents
   and chemical intermediates.  The BC&P segment includes the
   corporation's ethylene and propylene manufacturing operations
   as well as the production of first-level ethylene and
   propylene derivatives-polyethylene, polypropylene, ethylene
   oxide and ethylene glycol.  In addition to its operating
   segments, the corporation's Other segment includes its non-
   core operations and financial transactions other than
   derivatives designated as hedges, which are included in the
   same segment as the item being hedged.

   Sales of the BC&P segment include intersegment sales,
   principally ethylene oxide, which are made at the estimated
   market value of the products transferred.  The corporation
   evaluates performance based on Income before interest expense
   and provision for income taxes ("operating profit").

<TABLE>
<CAPTION>

                                     S&I      BC&P      Other       Total
                                     ---      ----      -----       -----
    Millions of dollars,
    for the three months ended
    <S>                           <C>        <C>         <C>       <C>
    June 30, 2000
    -------------
      Net sales                   $1,125     $ 549       $  -      $1,674
      Intersegment revenues            -       106          -         106
      Segment revenues             1,125       655          -       1,780
      Depreciation and
        amortization                  67        35          -         102
      Partnership income (loss)        8         1          -           9
      Operating profit (loss)         92        74         (3)        163
      Interest expense                 -         -         45          45
      Income (loss) from
       corporate investments
         carried at equity            (2)       45           -         43

</TABLE>


<TABLE>
<CAPTION>
                                     S&I      BC&P       Other       Total
                                     ---      ----       -----       -----
    Millions of dollars,
    for the three months ended
    <S>                           <C>         <C>         <C>       <C>
    June 30, 1999
    -------------
      Net sales                   $1,036      $382        $  -      $1,418
      Intersegment revenues            -        54           -          54
      Segment revenues             1,036       436           -       1,472
      Depreciation and
        amortization                  62        33           -          95
      Partnership income (loss)       (2)       (2)          -          (4)
      Operating profit (loss)        188       (42)         (1)        145
      Interest expense                 -         -          35          35
      Income (loss) from
       corporate investments
         carried at equity             -       (18)          -         (18)

</TABLE>
                                     -8-
<PAGE>


<TABLE>
<CAPTION>

                                     S&I      BC&P       Other       Total
                                     ---      ----       -----       -----
    Millions of dollars,
    for the six months ended
    <S>                           <C>       <C>           <C>       <C>
    June 30, 2000
    -------------
      Net sales                   $2,233    $1,058        $  -      $3,291
      Intersegment revenues            -       205           -         205
      Segment revenues             2,233     1,263           -       3,496
      Depreciation and
        amortization                 134        70           -         204
      Partnership income (loss)       10         2           -          12
      Operating profit (loss)        174       104           1         279
      Interest expense                 -         -          82          82
      Income (loss) from
       corporate investments
         carried at equity            (1)       83           -          82

</TABLE>

<TABLE>
<CAPTION>
                                     S&I      BC&P       Other       Total
                                     ---      ----       -----       -----
    Millions of dollars,
    for the six months ended
    <S>                           <C>         <C>        <C>       <C>
    June 30, 1999
    -------------
      Net sales                   $2,070      $750       $  -       $2,820
      Intersegment revenues            -       107          -          107
      Segment revenues             2,070       857          -        2,927
      Depreciation and
        amortization                 125        74          -          199
      Partnership income (loss)        2         -          -            2
      Operating profit (loss)        396       (75)         3          324
      Interest expense                 -         -         66           66
      Income (loss) from
       corporate investments
         carried at equity             4       (54)         -          (50)

</TABLE>

Operating profit for the three and six month periods ended June
30, 2000 includes an $18 million gain on shares received and sold
in connection with the demutalization of Metropolitan Life
Insurance Company, a provider of certain employee benefit
programs for the corporation, of which $12 million and $6 million
was recognized by the S&I and BC&P segment, respectively.

The operating profit of the S&I segment for the three and six
month periods ended June 30, 1999 includes a $12 million net gain
from a litigation settlement.


                            -9-
<PAGE>



<TABLE>
<CAPTION>

5.  Earnings Per Share

   Millions of dollars,                             Quarter Ended June 30,   Six Months Ended June 30,
   except per share amounts                           2000         1999           2000          1999
                                                      ----         ----           ----          ----
   <S>                                         <C>           <C>           <C>            <C>
   Income before cumulative effect of change
     in accounting principle                         $ 130        $  63          $ 227        $  140
   Cumulative effect of change in accounting
     principle                                           -            -              -           (20)
                                                     -----        -----          -----        ------
   Net income                                        $ 130        $  63          $ 227        $  120
                                                     =====        =====          =====        ======

   Basic -

     Weighted average number of shares
       outstanding for basic calculation       134,745,740   133,088,173   134,575,898    132,968,994
                                               ===========   ===========   ===========    ===========

     Earnings per share -
       Income before cumulative effect of change
         in accounting principle                     $0.96        $0.47          $1.68        $ 1.05
       Cumulative effect of change in accounting
         principle                                       -            -              -         (0.15)
                                                     -----        -----          -----        ------
       Net income                                    $0.96        $0.47          $1.68        $ 0.90
                                                     =====        =====          =====        ======

   Diluted -

     Weighted average number of shares
       outstanding for basic calculation       134,745,740   133,088,173   134,575,898    132,968,994
         Add:  Effect of stock options           3,173,330     3,365,490     3,165,604      3,113,510
                                               -----------   -----------   -----------    -----------
     Weighted average number of shares
       outstanding for diluted calculation     137,919,070   136,453,663   137,741,502    136,082,504
                                               ===========   ===========   ===========    ===========

     Earnings per share -
       Income before cumulative effect of change
         in accounting principle                     $0.94         $0.46         $1.65        $ 1.02
       Cumulative effect of change in accounting
         principle                                       -             -             -         (0.14)
                                                     -----         -----         -----        ------
       Net income                                    $0.94         $0.46         $1.65        $ 0.88
                                                     =====         =====         =====        ======
</TABLE>


6.  Commitments and Contingencies

   The corporation has three major agreements for the purchase
   of ethylene-related products and two other purchase
   agreements in the U.S. and Canada.  The net present value of
   the fixed and determinable portion of obligations under these
   purchase commitments at June 30, 2000 totaled $194 million.

   The corporation is subject to loss contingencies resulting
   from environmental laws and regulations, which include
   obligations to remove or remediate the effects on the
   environment of the disposal or release of certain wastes and
   substances at various sites.  The corporation has established
   accruals in current dollars for those hazardous waste sites
   where it is probable that a loss has been incurred and the
   amount of the loss can be reasonably estimated.  The
   reliability and precision of the loss estimates are affected
   by numerous factors, such as different stages of site
   evaluation, the allocation of responsibility among
   potentially responsible parties and the assertion of
   additional claims.  The corporation adjusts its accruals as
   new remediation requirements are defined, as information
   becomes available permitting reasonable estimates to be made,
   and to reflect new and changing facts.

                              -10-
   <PAGE>



   At June 30, 2000, the corporation had established environmental
   remediation accruals in the amount of $192 million.  These
   accruals have two components, estimated future expenditures for
   site investigation and cleanup and estimated future
   expenditures for closure and postclosure activities.  In
   addition, the corporation had environmental loss contingencies
   of $96 million.

   The corporation has sole responsibility for the remediation
   of approximately 40 percent of its environmental sites for
   which accruals have been established.  These sites are well
   advanced in the investigation and cleanup stage.  The
   corporation's environmental accruals at June 30, 2000
   included $153 million for these sites, of which $40 million
   was for estimated future expenditures for site investigation
   and cleanup and $113 million was for estimated future
   expenditures for closure and postclosure activities.  In
   addition, $61 million of the corporation's environmental loss
   contingencies related to these sites.  The three sites with
   the largest total potential cost to the corporation are
   nonoperating sites.  Of the above accruals, these sites
   accounted for $56 million, of which $16 million was for
   estimated future expenditures for site investigation and
   cleanup and $40 million was for estimated future expenditures
   for closure and postclosure activities.  In addition,
   $41 million of the above environmental loss contingencies
   related to these sites.

   The corporation does not have sole responsibility at the
   remainder of its environmental sites for which accruals have
   been established.  All of these sites are in the
   investigation and cleanup stage.  The corporation's
   environmental accruals at June 30, 2000 included $39 million
   for estimated future expenditures for site investigation and
   cleanup at these sites.  In addition, $35 million of the
   corporation's environmental loss contingencies related to
   these sites.  The largest three of these sites are also
   nonoperating sites.  Of the above accruals, these sites
   accounted for $13 million for estimated future expenditures
   for site investigation and cleanup.  In addition, $18 million
   of the above environmental loss contingencies related to
   these sites.

   In 1999, worldwide expenses related to environmental
   protection for compliance with Federal, state and local laws
   regulating solid and hazardous wastes and discharge of
   materials to air and water, as well as for waste site
   remedial activities, totaled $118 million.  Expenses in 1998
   and 1997 were $91 million and $100 million, respectively.
   While estimates of the costs of environmental protection for
   2000 are necessarily imprecise, the corporation estimates
   that these expenses will approximate the average of the last
   three years.

   The corporation severally guaranteed up to approximately
   $167 million at June 30, 2000 of EQUATE Petrochemical
   Company's ("EQUATE") debt and working capital financing
   needs.  The corporation has also severally guaranteed certain
   sales volume targets until EQUATE's sales capabilities are
   proved.  In addition, the corporation has pledged its shares
   in EQUATE as security for EQUATE's debt.  The corporation has
   political risk insurance coverage for its equity investment
   and a majority of its guarantee of EQUATE's debt.

   The corporation had additional contingent obligations at June
   30, 2000 totaling $107 million, of which $30 million related
   to guarantees of debt.

   The corporation and its consolidated subsidiaries are
   involved in a number of legal proceedings and claims with
   both private and governmental


                              -11-
   <PAGE>



   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.  In some of these legal proceedings
   and claims, the cost of remedies that may be sought or
   damages claimed is substantial.

   The corporation has recorded nonenvironmental litigation
   accruals of $131 million and related insurance recovery
   receivables of $117 million.  At June 30, 2000, the
   corporation had nonenvironmental litigation loss
   contingencies of $70 million.

   While it is impossible at this time to determine with
   certainty the ultimate outcome of any of the legal
   proceedings and claims referred to in this note, management
   believes that adequate provisions have been made for probable
   losses with respect thereto and that such ultimate outcome,
   after provisions therefor, will not have a material adverse
   effect on the consolidated financial position of the
   corporation, but could have a material effect on consolidated
   results of operations in a given quarter or year.  Should any
   losses be sustained in connection with any of such legal
   proceedings and claims in excess of provisions therefor, they
   will be charged to income when determinable.


7.  Accounting Changes

   Effective January 1, 1999, the corporation adopted the
   provisions of the American Institute of Certified Public
   Accountants' Statement of Position ("SOP") 98-5, "Reporting on
   the Costs of Start-Up Activities."  This SOP requires the
   expensing of certain costs, such as preoperating expenses and
   organizational costs associated with an entity's start-up
   activities.  In accordance with this SOP's provisions, on
   January 1, 1999, the corporation recognized a charge of $27
   million ($20 million after-tax) as a cumulative effect of change
   in accounting principle, the majority of which represented
   formation costs associated with the corporation's joint
   ventures.

   In 1998, the Financial Accounting Standards Board issued
   Statement of Financial Accounting Standards ("Statement")
   No. 133, "Accounting for Derivative Instruments and Hedging
   Activities."  It requires that an entity recognize all
   derivative instruments as either assets or liabilities in the
   statement of financial position and measure those instruments
   at fair value.  This Statement, as amended by Statement No.
   137, "Accounting for Derivative Instruments and Hedging
   Activities - Deferral of the Effective Date of FASB Statement
   No. 133," and Statement No. 138, "Accounting for Certain
   Derivative Instruments and Certain Hedging Activities - an
   amendment of FASB Statement No. 133," is effective for all
   fiscal quarters of fiscal years beginning after June 15,
   2000.  The corporation is currently evaluating the effect
   Statement No. 133 will have on its financial position and
   results of operations in the period of adoption.

   In 1999, the Securities and Exchange Commission issued Staff
   Accounting Bulletin ("SAB") 101, "Revenue Recognition in
   Financial Statements," which summarizes the staff's views
   regarding the application of generally accepted accounting
   principles to selected revenue recognition issues.  The
   corporation is evaluating whether SAB 101 will cause any
   change in its revenue recognition policies and procedures.


                                -12-
<PAGE>



8. The Dow Merger

   On August 3, 1999, the corporation and The Dow Chemical
   Company ("Dow") entered an Agreement and Plan of Merger
   providing for the merger of a subsidiary of Dow with and into
   the corporation.  As a result of the merger, the corporation
   will become a wholly-owned subsidiary of Dow and the
   corporation's shareholders will receive 1.611 shares of Dow
   common stock for each share of UCC common stock they own as of
   the date of the merger.  On December 1, 1999, the
   corporation's shareholders approved the merger.  On May 3,
   2000, the European Commission approved the merger subject to
   the divestiture of certain assets and the licensing of certain
   technology.  The merger is still subject to certain additional
   conditions including review by antitrust regulatory
   authorities in the United States.



                                -13-
   <PAGE>




          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                        AND RESULTS OF OPERATIONS
          -----------------------------------------------------------

Union Carbide operates in two business segments.  The
Specialties & Intermediates ("S&I") segment converts basic and
intermediate chemicals into a diverse portfolio of chemicals and
polymers serving industrial customers in many markets.  This
segment also provides technology services, including licensing,
to the oil and petrochemicals industries.  The Basic Chemicals &
Polymers ("BC&P") segment converts hydrocarbon feedstocks,
principally liquefied petroleum gas and naphtha, into ethylene
or propylene used to manufacture polyethylene, polypropylene,
ethylene oxide and ethylene glycol for sale to third-party
customers, as well as ethylene, propylene, ethylene oxide and
ethylene glycol for consumption by the S&I segment.  In
comparison with those of S&I, the revenues and operating profit
of BC&P tend to be more cyclical and very sensitive to a number
of external variables, including overall economic demand,
hydrocarbon feedstock costs, industry capacity increases and
plant operating rates.

In addition to its business segments, the corporation's Other
segment includes its noncore operations and financial
transactions other than derivatives designated as hedges, which
are included in the same segment as the item being hedged.

Summary
-------

The corporation reported second quarter net income of $130
million, or $0.94 per diluted share ($0.96 per basic share).
For the same quarter in 1999, the corporation reported net
income of $63 million, or $0.46 per diluted share ($0.47 per
basic share). Net income for the six months ended June 30, 2000
was $227 million, or $1.65 per diluted share ($1.68 per basic
share) compared with net income of $140 million, or $1.02 per
diluted share ($1.05 per basic share), before the cumulative
effect of a change in accounting principle of $20 million, or
$0.14 per diluted share ($0.15 per basic share), for the same
six months of 1999.

Consolidated net sales increased 18.1 percent from $1,418
million for the second quarter of 1999 to $1,674 million for the
second quarter of 2000.  This increase reflects a 20.1 percent
increase in average customer selling prices slightly offset by a
1.7 percent decline in customer volume.  Consolidated net sales
for the first six months of 2000, compared with the same six
months of 1999, increased 16.7 percent from $2,820 million to
$3,291 million, representing a 17.2 percent increase in average
customer selling prices and a slight decline in customer volume.
Increases in average customer selling prices occurred in both
segments, however, the majority of the increase came from
products in the BC&P segment.


The corporation's unit variable margin (revenues less variable
manufacturing and distribution costs divided by customer volume)
was 15.5 cents per pound in the second quarter of 2000 compared
with 14.6 cents per pound for the same quarter in 1999.
Consolidated unit variable margin for the first half of 2000 was
15.0 cents per pound compared with 15.4 cents per pound in the
first half of 1999.  Although the S&I segment benefited from
rising average selling prices for the three and six month
periods ended June 30, 2000, this benefit did not fully
offset significant increases in purchased material and energy
costs, which have continued to rise over the past several
quarters.  In contrast, unit variable margin of the BC&P segment
for the three and six


                           -14-
<PAGE>


month periods reflected significant improvements as increases in
average customer selling prices more than offset increases in
raw material and energy costs.  Increases in raw material costs
were partially offset by the corporation's increased production
of ethylene at a lower cost than if purchased.

Fixed cost per pound of product sold (fixed manufacturing and
distribution costs, plus research and development and selling,
administrative and other expenses, divided by customer volume)
increased from 9.5 cents per pound for the second quarter of
1999 to 10.1 cents per pound for the same quarter of 2000.  For
the first half of 2000, fixed cost per pound of products sold
was 10.1 cents compared with 9.7 cents for the same period of
1999.

Partnership income increased by $13 million and $10 million for
the quarter and six month period ended June 30, 2000,
respectively, as compared with the same periods in 1999.  These
increases primarily reflect higher earnings for the
corporation's UOP and Petromont ventures.  Additionally, for the
second quarter of 2000, compared with the same quarter in 1999,
the corporation's Aspell partnership showed some improvement
from a cost-savings program completed in the first quarter of
2000.  Income from corporate investments carried at equity
increased substantially from a loss of $18 million in the second
quarter of 1999 to income of $43 million for the same quarter in
2000 and from a loss of $50 million in the first half of 1999 to
income of $82 million in the same half of 2000. The majority of
the increase during these periods related to better performance
of the corporation's EQUATE and Polimeri Europa joint ventures.

Other income for the three and six month periods ended June 30,
2000 included an $18 million ($11 million after-tax) gain on
shares received and sold in connection with the demutualization
of Metropolitan Life Insurance Company ("Met Life"), a provider
of certain employee benefit programs for the corporation.  Other
income for the three and six month periods ended June 30, 1999
included a $12 million net gain ($9 million after-tax) from a
litigation settlement.

Operating profit was increased by a reduction in pension expense
of $22 million and $46 million for the three and six month
periods ended June 30, 2000, respectively, as compared with the
same periods in 1999, the result of amortization of investment
gains and changes in actuarial assumptions reflecting long-term
investment returns on pension plan assets.

Interest expense increased $10 million and $16 million for the
three and six month periods ended June 30, 2000, respectively,
as compared with the similar three and six month periods of
1999.  These increases are the result of higher interest rates
and additional short-term debt, partly offset by an increase in
capitalized interest related to the corporation's current
capital projects.

The corporation's effective tax rate for the three and six month
periods ended June 30, 2000 and 1999 was approximately 25
percent.


Corporate Matters
-----------------

Interest Rate and Currency Risk Management

The corporation selectively uses financial instruments to manage
its exposure to market risk related to changes in foreign
currency exchange rates and interest rates.  The corporation does
not hold derivative financial instruments for trading purposes.


                                 -15-
<PAGE>


At June 30, 2000, the corporation held open foreign currency
forward contracts with net notional amounts of $97 million and
an unrecognized net loss of less than $1 million.  At June 30,
2000, the corporation did not hold any derivatives related to
its interest rate exposure.

The corporation uses sensitivity analysis to evaluate the
potential effect of movements in foreign currency exchange rates
and interest rates on the condensed consolidated financial
statements.  Based on this analysis, a hypothetical 10 percent
weakening in the U.S. dollar across all currencies would have
resulted in a $10.4 million net loss at June 30, 2000.
Alternatively, a hypothetical 10 percent strengthening in the
U.S. dollar across all currencies would have resulted in a $9.1
million net gain at June 30, 2000.  These gains and losses would
generally be offset by fluctuations in the underlying currency
transactions.

At June 30, 2000, the corporation had long-term debt of $1,759
million, of which $15 million was variable-rate debt.  A 10
percent increase in market interest rates would have decreased
the net fair market value of fixed-rate debt instruments by $102
million at June 30, 2000, and a 10 percent decrease in market
interest rates would have increased the net fair market value of
fixed-rate debt instruments by $115 million at June 30, 2000.

Outlook  - Corporate
--------------------

On August 3, 1999, the corporation and The Dow Chemical Company
("Dow") entered an Agreement and Plan of Merger providing for the
merger of a subsidiary of Dow with and into the corporation.  As
a result of the merger, the corporation will become a wholly-
owned subsidiary of Dow and the corporation's shareholders will
receive 1.611 shares of Dow common stock for each share of UCC
common stock they own as of the date of the merger. On December
1, 1999, the corporation's shareholders approved the merger. On
May 3, 2000, the European Commission approved the merger subject
to the divestiture of certain assets and the licensing of certain
technology.  The merger is still subject to certain additional
conditions including review by antitrust regulatory authorities
in the United States.  The transaction is intended to qualify as
a tax-free reorganization for United States Federal income tax
purposes and is expected to be accounted for under the pooling-of-
interests method of accounting.


                                       -16-
<PAGE>



<TABLE>
<CAPTION>

Specialties and Intermediates
-----------------------------

                                           Quarter Ended         Six Months Ended
 Millions of dollars,                   June 30,   June 30,    June 30,   June 30,
 except as indicated                      2000      1999         2000      1999
                                        --------   --------    --------   --------
 <S>                                   <C>        <C>         <C>        <C>
 Segment revenues                       $1,125    $1,036       $2,233    $2,070
 Depreciation and amortization              67        62          134       125
 Partnership income (loss)                   8        (2)          10         2
 Operating profit                           92       188          174       396
 Income (loss) from corporate
   investments carried at equity            (2)        -           (1)        4
 Unit variable margin (cents/pound)       18.6      22.7         18.8      24.3
 Fixed cost per pound of products
     sold (cents/pound)                   13.3      13.0         13.1      13.5
 Capital expenditures                       47        93          116       162

</TABLE>


S&I segment revenues increased 8.6 percent for the quarter ended
June 30, 2000 compared with the same quarter in 1999, the result
of a 10.4 percent increase in average selling prices partially
offset by a 1.6 percent decline in volume. Revenues of the S&I
segment for the first half of 2000, compared with the same half
of 1999, increased 7.9 percent on a 6.1 percent increase in
average selling prices and a 1.7 percent increase in volume.
Although average selling prices increased from the prior year's
second quarter and first half, the increases were insufficient to offset
the continuing increases in purchased material and energy costs
and the impact of the strong United States dollar on competitive
international pricing.

Increases in partnership income for the three and six month
periods ended June 30, 2000 compared with the same periods in
1999, reflected better results from the UOP and Petromont
partnerships.  The second quarter of 2000 reflected lower losses
from Aspell, resulting from a cost-savings program completed in
the beginning of 2000.

Operating profit for the quarter and six month periods ended June
30, 2000 includes a $12 million gain on shares received and sold
in connection with the demutalization of Met Life, a provider of
certain employee benefit programs.  Operating profit for the
quarter and six month period ended June 30, 1999 includes a $12
million net gain from a litigation settlement.


Outlook - Specialties & Intermediates
-------------------------------------

Looking ahead to the third quarter, it is anticipated that the
S&I segment will benefit from increases in average selling prices
and volumes, somewhat offset by continued high purchased material and
energy costs.

                              -17-
<PAGE>



<TABLE>
<CAPTION>

Basic Chemicals & Polymers
--------------------------

                                          Quarter Ended              Six Months Ended
 Millions of dollars,                   June 30,   June 30,        June 30,    June 30,
 except as indicated                      2000       1999            2000        1999
                                        --------   --------        --------    --------
 <S>                                   <C>          <C>           <C>          <C>
 Segment revenues                       $ 655        $436          $1,263       $ 857
 Depreciation and amortization             35          33              70          74
 Partnership income (loss)                  1          (2)              2           -
 Operating profit (loss)                   74         (42)            104         (75)
 Income (loss) from corporate
   investments carried at equity           45         (18)             83         (54)
 Unit variable margin (cents/pound)      11.6         4.7            10.5         5.2
 Fixed cost per pound of products
    sold (cents/pound)                    6.3         5.2             6.2         5.2
 Capital expenditures                      80         115             206         219

</TABLE>


Revenues of the BC&P segment for the second quarter of 2000
increased over the same quarter of 1999 as the result of a 46.0
percent increase in average customer selling prices, slightly
offset by a 1.7 percent decline in customer volume.  BC&P segment
revenues for the first half of 2000 increased over the same period
in 1999 on a 45.1 percent increase in average customer selling prices
and a 2.8 percent decline in customer volume.  Unit variable margin
was positively affected by the strong increase in average customer
selling prices, which more than offset the increasing cost of raw
materials and energy. Declines in customer volume for the quarter
and six month comparative periods reflected the reduction in ethylene
oxide/glycol volume, which is now being produced and sold by
EQUATE, the corporation's joint venture in Kuwait.

Income from corporate investments carried at equity increased
substantially from a loss in the three and six month periods
ended June 30, 1999 to income for the same periods of 2000.  This
increase represents better performance at EQUATE and Polimeri
Europa, where demand was strong and increases in average selling
prices were experienced.  Additionally, the corporation's EQUATE
joint venture benefits from advantaged raw material supply
contracts.

Operating profit for the quarter and six month period ended June
30, 2000 includes a $6 million gain on shares received and sold
in connection with the demutalization of Met Life, a provider of
certain employee benefit programs.


Outlook - Basic Chemicals & Polymers
------------------------------------

The corporation anticipates that results for the third quarter
will reflect a reduction in average customer selling prices
and the continued high cost of raw materials and energy,
which may be partially offset by higher customer volumes.  Income
from corporate investments carried at equity are expected to be
lower than second quarter 2000 levels.

                             -18-
<PAGE>


Environmental
-------------

Estimates of future expenses related to environmental protection
for compliance with Federal, state and local laws regulating
solid and hazardous wastes and discharge of materials to air and
water, as well as for waste site remedial activities, have not
changed materially since December 31, 1999.  The reliability and
precision of the loss estimates are affected by numerous
factors, such as different stages of site evaluation, the
allocation of responsibility among potentially responsible
parties and the assertion of additional claims.  The
corporation's environmental exposures are discussed in more
detail in the "Commitments and Contingencies" footnote to the
financial statements on pages 10 through 12 of this report on
Form 10-Q.


Accounting Changes
------------------

Effective January 1, 1999, the corporation adopted the provisions
of the American Institute of Certified Public Accountants'
Statement of Position ("SOP") 98-5, "Reporting on the Costs of
Start-Up Activities."  This SOP requires the expensing of certain
costs, such as preoperating expenses and organizational costs
associated with an entity's start-up activities.  In accordance
with this SOP's provisions, on January 1, 1999, the corporation
recognized a charge of $27 million ($20 million after-tax) as a
cumulative effect of change in accounting principle, the majority
of which represented formation costs associated with the
corporation's joint ventures.

In 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("Statement")
No. 133, "Accounting for Derivative Instruments and Hedging
Activities."  It requires that an entity recognize all
derivative instruments as either assets or liabilities in the
statement of financial position and measure those instruments at
fair value.  This Statement, as amended by Statement No. 137,
"Accounting for Derivative Instruments and Hedging Activities -
Deferral of the Effective Date of FASB Statement No. 133," and
Statement No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities - an amendment of
FASB Statement No. 133," is effective for all fiscal quarters of
fiscal years beginning after June 15, 2000.  The corporation is
currently evaluating the effect Statement No. 133 will have on
its financial position and results of operations in the period
of adoption.

In 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin ("SAB") 101, "Revenue Recognition in
Financial Statements," which summarizes the staff's views
regarding the application of generally accepted accounting
principles to selected revenue recognition issues.  The
corporation is evaluating whether SAB 101 will cause any change
in its revenue recognition policies and procedures.


Financial Condition - June 30, 2000
------------------------------------

Cash flow from operations for the first six months of 2000 was
$259 million, an increase of $11 million from the same period in
1999. This increase is principally the result of a decrease in
working capital requirements and an increase in income before the
cumulative effect of change in accounting principle, partly offset by a
decrease in net noncash charges to income, principally resulting from
increases in undistributed earnings of the corporation's joint
ventures and the reduction in pension expense.

Cash flow used for investing totaled $422 million, a decrease of
$12 million from $434 million in the comparable period of 1999.  This
decrease is principally due to a decrease in capital expenditures
and an increase in the sale of available-for-sale securities partially
offset by an increase in

                              -19-

<PAGE>


investments, advances and acquisitions.  Funding of major capital
projects in the first half of 2000 and 1999 included a new olefins
facility, being built jointly with NOVA Chemicals Corporation,
and a polyolefins project, both in Canada. The increase in investments,
advances and acquisitions relates principally to the corporation's
funding of its share of the cost of the Malaysian joint ventures.

At June 30, 2000, the corporation had approximately $217 million
in commitments related to authorized construction projects and
investments.  These commitments are anticipated to be sourced
through operating cash flows.

Cash flow from financing was $180 million for the first half of
2000, as compared with $178 million for the same half of 1999.
The first half of 2000 primarily included cash received for
issuances of common stock of $20 million and net borrowings of
$216 million offset by cash paid for dividends of $61 million.
The first half of 1999 included net proceeds of $250 million
from the April issuance of 6.70 percent Public Notes, common
stock repurchases of $50 million, cash dividends totaling
$60 million and net repayments of debt, excluding the April 1999
issuance of 6.70 percent Public Notes, of $3 million.

The corporation's ratio of debt to total capital was
50.3 percent at June 30, 2000 as compared with 49.9 percent at
December 31, 1999.  At June 30, 2000 there were no borrowings
outstanding under the existing major bank credit agreement
aggregating $1 billion.


                          -20-
<PAGE>



                          PART II. OTHER INFORMATION
                          --------------------------

Item 1. Legal Proceedings
        -----------------

        See Note 6 to the corporation's consolidated financial
        statements on pages 10 through 12 of this report on Form 10-Q.

Item 2. Changes in Securities and Use of Proceeds
        -----------------------------------------

        (c)  On May 16, 2000, the corporation issued 662 shares
             of Union Carbide Corporation common stock to a participant
             under the Union Carbide Non-Employee Director's Compensation
             Deferral Plan pursuant to the terms of the plan in reliance
             on Section 4(2) of the Securities Act of 1933.

Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------
        (a)  Exhibits.

             The following exhibit is filed as part of this report:

             27  Financial Data Schedule


        (b)  The corporation filed the following current reports on Form
             8-K for the three months ended June 30, 2000:

             1. Form 8-K dated April 26, 2000, contained the corporation's
                press release dated April 26, 2000.

             2. Form 8-K dated May 1, 2000, contained the corporation's
                press release dated May 1, 2000.

             3. Form 8-K dated June 14, 2000, contained a joint press
                release issued by the corporation and The Dow Chemical
                Company dated June 14, 2000.




                                  -21-
<PAGE>






                                SIGNATURE
                                ---------



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 CORPORATION
                                          (Registrant)




Date:  August 4, 2000           By:  /s/ John K. Wulff
       --------------                JOHN K. WULFF
                                     Vice-President, Chief
                                     Financial Officer and
                                     Controller



                                  -22-
<PAGE>



                               EXHIBIT INDEX
                               -------------


Exhibit                                                     Page
  No.                           Exhibit                      No.
-------   ---------------------------------------------    -----
  27      Financial Data Schedule                            24



                                   -23-
<PAGE>
                                                               EXHIBIT 27