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 March 31, 2001

                               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
                   (a subsidiary of The Dow Chemical Company)
           (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


At April 30, 2001, 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) of Form 10-Q and is therefore
filing this form with a reduced disclosure format.

<PAGE>


<TABLE>
<CAPTION>
                            Union Carbide Corporation
                    (a subsidiary of The Dow Chemical Company)


                               Table of Contents


 Part I:  Financial Information                                     Page
 <S>       <C>                                                      <C>
  Item 1.   Financial Statements
              Consolidated Statements of Income                       3
              Consolidated Balance Sheets                             4
              Consolidated Statements of Cash Flows                   6
              Consolidated Statements of Comprehensive Income         7
              Notes to Consolidated Financial Statements              8

  Item 2.   Management's Discussion and Analysis of Financial
              Condition and Results of Operations                    13

  Item 3.   Quantitative and Qualitative Disclosure About
              Market Risk                                            14

 Part II: Other Information
  Item 1.   Legal Proceedings                                        15

  Item 6.   Exhibits and Reports on Form 8-K                         15

 Signature                                                           16

 </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 accounting and tax
treatment of the merger with The Dow Chemical Company ("Dow" and,
with regard to the merger, the "Dow Merger"); plans; capital
expenditures; environmental accruals; anticipated future events;
interest rate and currency risk management; ongoing and planned
capacity additions and other expansions; joint ventures;
Management's Discussion and Analysis of Financial Condition and
Results of Operations, 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; competitive
pricing pressures; raw material availability and costs; changes in
industry production capacities and operating rates; currency
exchange rates; global economic conditions; competitive technology
positions; failure by the corporation to achieve technology
objectives or complete projects on schedule and on budget, and an
inability to obtain new customers or retain existing ones.
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.

                                 -2-
<PAGE>


                          Part I:  Financial Information
Item 1:  Financial Statements:

<TABLE>
<CAPTION>
                      Union Carbide Corporation and Subsidiaries
                          Consolidated Statements of Income

                                                           Quarter ended March 31,
In millions (Unaudited)                                        2001        2000
<S>                                                         <C>         <C>
Net Sales                                                   $ 1,536     $ 1,617

  Cost of sales                                               1,476       1,402
  Research and development expenses                              46          58
  Selling, general and administrative expenses                   55          64
  Amortization of intangibles                                     3           4
  Merger-related expenses and restructuring                   1,275           -
  Insurance and finance company operations,
    pretax income                                                 1           1
  Equity in earnings of nonconsolidated affiliates               12          42
  Sundry income (expense) - net                                  (1)          7

Earnings (Loss) Before Interest, Income Taxes
    and Minority Interests                                   (1,307)        139

  Interest income                                                 2          16
  Interest expense and amortization of debt discount             51          37

Income (Loss) Before Income Taxes and Minority
    Interests                                                (1,356)        118

  Provision (benefit) for income taxes                         (486)         20
  Minority interests' share in income                             1           1

Net Income (Loss)                                           $  (871)    $    97



Depreciation                                                $   100     $    98

Capital Expenditures                                        $    34     $   195


See Notes to Consolidated Financial Statements.
</TABLE>
                                 -3-
<PAGE>


<TABLE>
<CAPTION>
                         Union Carbide Corporation and Subsidiaries
                               Consolidated Balance Sheets

                                                              March 31,    Dec. 31,
In millions (Unaudited)                                         2001         2000
<S>                                                          <C>           <C>
Assets
Current Assets
  Cash and cash equivalents                                  $    46       $   63
  Marketable securities                                           74           74
  Accounts and notes receivable:
       Trade (net of allowance for doubtful receivables)         906          897
       Other                                                     186          137
  Inventories:
       Finished and work in process                              555          557
       Materials and supplies                                    161          193
  Deferred income tax assets - current                           589          142
  Other current assets                                           170          113

  Total current assets                                         2,687        2,176

Investments
  Investment in nonconsolidated affiliates                       933        1,008
  Other investments                                               96           97
  Noncurrent receivables                                         173          154

  Total investments                                            1,202        1,259

Property
  Property                                                     9,322        9,361
  Less accumulated depreciation                                5,316        4,840

  Net property                                                 4,006        4,521

Other Assets
  Goodwill (net of accumulated amortization -
       2001: $56; 2000: $54)                                      40           41
  Deferred income tax assets - noncurrent                          2            -
  Deferred charges and other assets                              367          349

  Total other assets                                             409          390

Total assets                                                 $ 8,304      $ 8,346

See Notes to Consolidated Financial Statements.
</TABLE>
                                 -4-
<PAGE>

<TABLE>
<CAPTION>

                       Union Carbide Corporation and Subsidiaries
                             Consolidated Balance Sheets

                                                             March 31,     Dec. 31,
In millions (Unaudited)                                        2001          2000
Liabilities and Stockholders' Equity
<S>                                                         <C>           <C>
Current Liabilities
  Notes payable:
       Related companies                                      $ 1,308     $     -
       Other                                                      219       1,171
  Long-term debt due within one year                                1           7
  Accounts payable:
       Trade                                                      562         703
       Other                                                      122          67
  Income taxes payable                                             15           -
  Accrued and other current liabilities                           361         352

  Total current liabilities                                     2,588       2,300

Long-Term Debt                                                  1,748       1,748

Other Noncurrent Liabilities
  Deferred income tax liabilities - noncurrent                    528         278
  Pension and other postretirement benefits - noncurrent          682         492
  Other noncurrent obligations                                  1,031         834

  Total other noncurrent liabilities                            2,241       1,604

Minority Interest in Subsidiaries                                  41          40

Stockholders' Equity
  Common stock - issued - 1,000 shares
                (158,994,683 shares in 2000)                        -         159
  Additional paid-in capital                                        -         217
  Unearned ESOP shares                                            (50)        (50)
  Retained earnings                                             2,040       3,572
  Accumulated other comprehensive loss                           (304)       (224)
  Treasury stock, at cost - no shares
                (23,431,939 shares in 2000)                         -      (1,020)

  Total stockholders' equity                                    1,686       2,654

Total Liabilities and Stockholders' Equity                    $ 8,304     $ 8,346

See Notes to Consolidated Financial Statements.
</TABLE>
                                 -5-
<PAGE>


<TABLE>
<CAPTION>
                     Union Carbide Corporation and Subsidiaries
                        Consolidated Statements of Cash Flows

                                                            Three Months Ended March 31,
In millions (Unaudited)                                            2001       2000
Operating Activities
<S>                                                             <C>         <C>
  Net income (loss)                                              $ (871)    $   97
  Adjustments to reconcile net income (loss) to
    net cash provided by operating activities:
      Depreciation and amortization                                 103        102
      Provision (credit) for deferred income taxes                 (422)        22
      Undistributed earnings of nonconsolidated  affiliates          (9)       (20)
      Minority interests' share in income                             1          2
      Other net gain                                                (24)       (23)
      Merger-related expenses and restructuring                   1,176          -
      Tax benefit-nonqualified stock options exercises                4          5
  Changes in assets and liabilities that provided
    (used) cash:
      Accounts and notes receivable                                 (56)        (3)
      Inventories                                                    34         (7)
      Accounts payable                                              (64)        54
      Other assets and liabilities                                 (153)         5

  Cash provided by (used in) operating activities                  (281)       234

 Investing Activities
  Capital expenditures                                              (34)      (195)
  Proceeds from sales of property                                     -          8
  Investments in nonconsolidated affiliates                         (31)       (65)
  Proceeds from the sale of investments                              22         12
  Purchase of investments                                           (22)       (16)

  Cash used in investing activities                                 (65)      (256)

 Financing Activities
  Change in short-term notes payable                               (952)        64
  Change in notes payable to related companies                    1,308          -
  Repayments of long-term debt                                       (5)         -
  Purchases of treasury stock                                        (1)         -
  Proceeds from sales of common stock                                 6         10
  Dividends paid to stockholders                                    (28)       (30)

  Cash provided by financing activities                             328         44

Effect of Exchange Rate Changes on Cash and
  Cash Equivalents                                                    1          -

Summary
  Increase (decrease) in cash and cash equivalents                  (17)        22
  Cash and cash equivalents, beginning-of-period                     63         41

Cash and cash equivalents, end-of-period                         $   46     $   63


See Notes to Consolidated Financial Statements.
</TABLE>
                                 -6-
<PAGE>


<TABLE>
<CAPTION>
                  Union Carbide Corporation and Subsidiaries
                 Consolidated Statements of Comprehensive Income


                                                          Three Months Ended March 31,
In millions (Unaudited)                                        2001         2000
<S>                                                           <C>           <C>
Net income (loss)                                              $(871)        $ 97
Other comprehensive income (loss), net of tax:
  Unrealized gains and losses on investments                      (1)           4
  Cumulative translation adjustments                             (79)         (10)

Comprehensive income (loss)                                    $(951)        $ 91


See Notes to Consolidated Financial Statements.
</TABLE>
                                 -7-
<PAGE>



           Union Carbide Corporation and Subsidiaries
           Notes to Consolidated Financial Statements


Note A - Consolidated Financial Statements

   The unaudited interim financial statements reflect all
   adjustments (consisting of normal recurring accruals) which,
   in the opinion of management, are considered necessary for a
   fair presentation of the results for the periods covered.
   Certain reclassifications of prior period amounts have been
   made to conform to the current period's presentation.  These
   statements should be read in conjunction with the audited
   Notes to Financial Statements of Union Carbide Corporation
   and Subsidiaries (the "corporation" or "UCC") in the 2000
   Annual Report on Form 10-K.

   Condensed Summary of Significant Accounting Policies:

   Business and Geographic Segment Information - Effective with
   the Dow Merger, the corporation's business activities were
   fully integrated with those of Dow and are no longer operated
   as separate business units.  Dow conducts its worldwide
   operations through global businesses which extend beyond the
   boundaries of both geography and legal entities.  This
   results in the corporation's business activities comprising
   fully integrated components of Dow's global businesses rather
   than stand-alone operations.  Because there are no separable
   reportable business segments for the corporation under
   Statement of Financial Accounting Standards ("Statement") No.
   131, "Disclosures about Segments of an Enterprise and Related
   Information," and the information used by the chief operating
   decision maker regarding the corporation's operations relates
   to the corporation in its entirety, the corporation's results
   are reported as a single operating segment.  Prior to the Dow
   Merger, the corporation was managed as two separate business
   segments, Specialties and Intermediates and Basic Chemicals
   and Polymers, as well as a non-operating segment ("Other").
   Prior periods have been restated to conform to the current
   period's presentation.

   Research and Development - Research and development costs are
   charged to expense as incurred.  Depreciation expense
   applicable to research and development facilities and
   equipment is included in "Research and development expenses"
   in the Consolidated Statements of Income.

   Related Companies - Significant transactions with the
   corporation's parent company, Dow, or other Dow subsidiaries
   have been characterized as related company transactions in
   the consolidated financial statements.

   Earnings Per Share - In accordance with Statement No. 128,
   "Earnings Per Share," the presentation of earnings per share
   is not required in financial statements of wholly owned
   subsidiaries.

                                 -8-
<PAGE>


Note B - The Dow Merger and Merger-related Expenses and Restructuring

   On February 6, 2001, the corporation merged with a wholly
   owned subsidiary of Dow.  As a result of the merger, each
   share of Union Carbide common stock outstanding immediately
   prior to the merger was exchanged for 1.611 shares of Dow
   common stock, and Union Carbide became a wholly owned
   subsidiary of Dow.

   Contemporaneous with the merger, certain rights vested and
   stock units equivalent to Union Carbide common stock were
   converted into stock units equivalent of Dow common stock
   under various employee benefit and incentive plans, such as
   the ESOP Plan, the 1997 Union Carbide Long-Term Incentive
   Plan and the deferred compensation plan.

   On February 23, 2001, the corporation cancelled its unused
   $1 billion major bank credit agreement.

   In order to satisfy the European Commission's condition for
   approval of the merger, the corporation divested its 50-
   percent interest in Polimeri Europa S.r.l. ("Polimeri
   Europa") to EniChem S.p.A. in April 2001.

   On March 29, 2001, Dow's management made certain decisions
   relative to employment levels, duplicate assets and
   facilities and excess capacity resulting from the merger of
   the corporation into a subsidiary of Dow.  These decisions were
   based on Dow management's assessment of the actions necessary
   to achieve synergies as the result of the merger.  The
   economic effects of these decisions, combined with merger-
   related transaction costs and certain asset impairments,
   resulted in a pretax special charge in the first quarter of
   $1,275 million.  The following table shows the major
   components of the special charge:

<TABLE>
<CAPTION>
    In millions
    <S>                                           <C>
    Transaction costs                             $   41
    Labor-related costs                              629
    Write-down of assets and facilities              605
    Total                                         $1,275
</TABLE>

   Transaction costs of $41 million consisted primarily of
   investment banking, legal and accounting fees, all of which
   had been paid at March 31, 2001.

   Employee-related costs consisted predominantly of provisions
   for employee severance, change of control obligations,
   medical and retirement benefits, and outplacement services.
   Dow's integration plans include a combined workforce
   reduction of approximately 4,500 people, primarily from the
   corporation's administrative, marketing, purchasing, research and
   development, and manufacturing workforce. The charge for
   severance was based upon the severance plan provisions
   communicated to employees. Headcount reductions began in the
   second quarter of 2001. Approximately one-half of the
   reductions will be completed by the end of September;
   approximately 80 percent will be completed by the end of the
   first 12 months following the merger. The corporation expects
   that approximately 66 percent of the employee-related costs
   will be expended in cash within the next two years, though
   the timing of severance payments is dependent upon employee
   elections. Expenditures with respect to employee-related
   costs associated with pension and postretirement benefit
   plans will occur over a much more extended period that is not
   currently determinable.

                                 -9-
<PAGE>


   The special charge included $605 million for the write-down
   of duplicate assets and facilities directly related to the
   merger, the loss on divestitures required to obtain
   regulatory approval for the merger, asset impairments and
   lease abandonment reserves. Duplicate assets consist
   principally of capitalized software costs, information
   technology equipment, research and development facilities and
   equipment, all of which were written off during the first
   quarter. The fair values of the impaired assets, which
   include production facilities and transportation equipment,
   were determined based on discounted cash flows and an
   appraisal, respectively. These components of the special
   charge will require limited future cash outlays, and will
   result in a decrease in annual depreciation of approximately
   $65 million.

   The following table summarizes the activity in the special
   charge reserve for the three months ended March 31, 2001:

<TABLE>
<CAPTION>

In millions
        Opening      Additions       Charges Against       Balance at
        Balance     to Reserve           Reserve           Period End
<S>     <C>           <C>              <C>                  <C>

           -           $1,275            $ (646)             $ 629
</TABLE>


Note C - Commitments and Contingencies

   The corporation has two 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 March 31, 2001 totaled $170 million including
   one contract for the purchase of ethylene with Dow
   representing $132 million of this obligation.

   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.

   At March 31, 2001, the corporation had established
   environmental remediation accruals in the amount of
   $180 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 $67 million.

                                 -10-
<PAGE>


   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 March 31, 2001
   included $148 million for these sites, of which $38 million
   was for estimated future expenditures for site investigation
   and cleanup and $110 million was for estimated future
   expenditures for closure and postclosure activities.  In
   addition, $51 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 $48 million, of which $10 million was for
   estimated future expenditures for site investigation and
   cleanup and $38 million was for estimated future expenditures
   for closure and postclosure activities.  In addition,
   $34 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 March 31, 2001 included $32 million
   for estimated future expenditures for site investigation and
   cleanup at these sites.  In addition, $16 million of the
   corporation's environmental loss contingencies related to
   these sites.  The largest two of these sites are also
   nonoperating sites.  Of the above accruals, these sites
   accounted for $10 million for estimated future expenditures
   for site investigation and cleanup.  In addition, $2 million
   of the above environmental loss contingencies related to
   these sites.

   In 2000, 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 $104 million.  Expenses in 1999
   and 1998 were $118 million and $91 million, respectively.
   While estimates of the costs of environmental protection for
   2001 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
   $122 million at March 31, 2001 of EQUATE Petrochemical
   Company K.S.C.'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
   March 31, 2001 totaling $69 million, of which $26 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 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.

                                 -11-
<PAGE>


   The corporation has recorded nonenvironmental litigation
   accruals of $164 million and related insurance recovery
   receivables of $142 million.  At March 31, 2001, the
   corporation had nonenvironmental litigation loss
   contingencies of $69 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.

Note D - Accounting Changes

   In 1998, the Financial Accounting Standards Board issued
   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.  Changes in the fair value of
   those derivatives will be reported in earnings or accumulated
   other comprehensive loss, depending on the uses of the
   derivatives and whether they qualify for hedge accounting.
   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 adopted the provisions of Statement No. 133, as
   amended, on January 1, 2001.  Due to the corporation's
   limited use of financial instruments to manage its exposure
   to market risks, primarily related only to changes in foreign
   currency exchange rates, the adoption of Statement No. 133 on
   January 1, 2001 did not have a material effect on the
   corporation's financial position or results of operations.

   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 adopted the provisions of SAB 101 on October 1,
   2000, the effect of which was not material to the
   corporation's financial position or results of operations.

                                 -12-
<PAGE>


Item 2:  Management's Discussion and Analysis of Financial Condition
         and Results of Operations

Pursuant to General Instruction H of Form 10-Q, this section
includes only management's narrative analysis of the results of
operations for the three months ended March 31, 2001, the most
recent period, and the three months ended March 31, 2000, the
same period in the year immediately preceding it.

On February 6, 2001, the corporation merged with a wholly owned
subsidiary of Dow.  As a result of the merger, each share of
Union Carbide common stock outstanding immediately prior to the
merger was exchanged for 1.611 shares of Dow common stock and
Union Carbide became a wholly owned subsidiary of Dow.  The
merger received clearance from the U.S. Federal Trade
Commission, the European Commission and the Canadian Competition
Bureau, subject to the divestiture of certain assets and the contribution
of UNIPOL (trademark symbol) polyethylene technology licensing and
polyethylene conventional catalyst businesses of the corporation
to its joint venture Univation Technologies, LLC.  The transaction
is intended to qualify as a tax-free reorganization for U.S. federal
income tax purposes and has been accounted for under the
pooling-of-interests method of accounting.

Results of Operations

The corporation reported a first quarter net loss of $871
million.  Results of operations were impacted by a special charge
of $1,275 million ($838 million after tax) related to the merger
of the corporation into a subsidiary of Dow.  Net income for the
first quarter of 2000 was $97 million.

Consolidated net sales for the first three months of 2001 were
$1,536 million, a decrease of 5 percent compared with net sales
of $1,617 million for the same three months of 2000.  The decline
in net sales reflects a 4 percent increase in average selling
prices coupled with a 9 percent decrease in volume.  Throughout
2000, the chemical industry slowly increased average selling
prices in response to a dramatic increase in raw material costs.
Volume declines occurred in most businesses including ethylene
oxide/glycol, where weak volume and high ethylene costs led to the
temporary shutdown of production at the corporation's ethylene glycol
facility in Prentiss, Alberta, Canada, and butanol and vinyl acetate,
where low demand and negative product margins caused the
corporation to temporarily cease production.

Although net sales declined 5 percent in the first quarter of
2001 compared with the first quarter of 2000, cost of sales
increased by $74 million, or 5 percent.  This was the result of
a continued increase in the cost of oil and natural gas-related
raw materials and energy which began in the early part of 2000
and continued into the first quarter of 2001.  Due to competitive
pressures, the corporation was unable to increase average selling
prices in order to totally offset the effect of these rising raw
material costs.  Therefore, the corporation's gross margin, as a
percent of sales, declined to 3.9 percent for the first quarter
of 2001 compared with a gross margin of 13.3 percent for the
same quarter of 2000.

Declines of $12 million and $9 million in research and
development and selling, general and administrative expenses,
respectively, are primarily the result of decreases in accruals
for employee incentive plans coupled with synergies associated
with the integration into Dow.

In the first quarter of 2001, pretax costs of $1,275 million were
recorded for merger-related expenses and restructuring.  These
costs included transaction costs, employee severance, and the
write-down of duplicate assets and facilities.  For further
details, see Note B to the corporation's consolidated financial
statements included in this Quarterly Report on Form 10-Q.

                                 -13-
<PAGE>


Equity in earnings of nonconsolidated affiliates decreased from
$42 million in the first quarter of 2000 to $12 million in the
same quarter of 2001.  This decline primarily related to
decreased earnings at UOP LLC ("UOP") and EQUATE coupled with
additional pre-operating expenses related to the corporation's
Malaysian joint ventures, the OPTIMAL Group, offset by lower losses
for the Aspell Polymere SNC joint venture in France.  Additionally,
the first quarter of 2001 was affected by the absence of earnings
from Polimeri Europa, which was required to be divested as part of
the merger clearance from the European Union.  UOP's earnings continue
to be negatively impacted by the slowdown of projects in the oil and
gas industry which the venture services.  Additionally, temporary
outages at EQUATE's facility in Kuwait resulted in lower than
anticipated production thereby causing a decrease in sales volume
for the first quarter of 2001 compared with the sales volume in
the first quarter of 2000.

Interest income of $2 million in the first quarter of 2001
declined $14 million from the $16 million reported for the first
quarter of 2000.  This was primarily the result of $15 million in
interest income associated with a tax refund which was received
in the first quarter of 2000.

Interest expense increased $14 million for the three month period
ended March 31, 2001 as compared with the same three month period
of 2000.  This increase was primarily the result of greater
average short-term debt outstanding during 2001 compared with
2000 combined with decreases in capitalized interest from the
prior year's first quarter. Capitalized interest for the first
quarter of 2000 related primarily to the corporation's olefins
and polyethylene projects in Canada, both of which were completed
in the second half of 2000.


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, 2000.  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 Note C to the
consolidated financial statements included in this Quarterly
Report on Form 10-Q.

Accounting Changes

See Note D to the consolidated financial statements included in
this Quarterly Report on Form 10-Q.


Item 3:  Qualitative and Quantitative Disclosure About Market Risk

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

                                 -14-
<PAGE>


                   Part II. Other Information

Item 1.  Legal Proceedings

          See Note C to the corporation's consolidated financial
          statements included in this Quarterly Report on Form 10-Q.

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

                No exhibits are filed pursuant to this item.


          (b)   The corporation filed the following current reports on
                Form 8-K for the three months ended March 31, 2001:

                1. Current Report on Form 8-K dated January 18, 2001,
                   contained the corporation's January 18, 2001 press
                   release announcing the corporation's anticipated
                   earnings for the fourth quarter and year ended
                   December 31, 2000.

                2. Current Report on Form 8-K dated January 29, 2001,
                   contained the corporation's January 29, 2001 press
                   release announcing the corporation's complete earnings
                   statement for the fourth quarter and year ended
                   December 31, 2000.

                3. Current Report on Form 8-K dated February 6, 2001,
                   contained the corporation's February 6, 2001 press
                   release announcing it had completed the merger with a
                   wholly owned subsidiary of The Dow Chemical Company.
                   Additionally, the companies announced the amounts,
                   record dates and payable dates of the pro rata dividends
                   that would be paid to shareholders of The Dow Chemical
                   Company and the corporation.

                4. Current Report on Form 8-K dated February 20, 2001,
                   contained a description required under Item 1 of
                   Form 8-K regarding the corporation's change of control
                   with regard to its merger into a subsidiary of The
                   Dow Chemical Company.

                5. Current Report on Form 8-K dated March 15, 2001,
                   contained requirements under Item 4 of Form 8-K
                   regarding the corporation's change in Independent Auditors.


                                 -15-

<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: May 15, 2001              By:  /s/ Frank H. Brod
                                     Frank H. Brod
                                     Vice President & Controller
                                     The Dow Chemical Company
                                     Authorized Representative of
                                     Union Carbide Corporation


                                 -16-
<PAGE>