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 September 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 October 31, 2000
 Common Stock, $1 par value                   135,196,104 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 September 30, 2000 and 1999                  3

            Condensed Consolidated Statement of Income -
               Nine Months Ended September 30, 2000 and 1999              4

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

            Condensed Consolidated Statement of Cash Flows -
               Nine Months Ended September 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    16

 PART II. OTHER INFORMATION
 Item 1.    Legal Proceedings                                            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 ("Dow" 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 September 30,
                                                               2000         1999
                                                              ------      ------
<S>                                                        <C>          <C>
NET SALES                                                     $1,637      $1,498
                                                              ------      ------

 Cost of sales, exclusive of depreciation and
   amortization                                                1,421       1,232
 Research and development                                         37          38
 Selling, administrative and other expenses(a)                    48          72
 Depreciation and amortization                                   100         103
 Partnership income (loss)                                        (6)         18
 Other income - net                                                9          52
                                                              ------      ------
INCOME BEFORE INTEREST EXPENSE AND PROVISION FOR
 INCOME TAXES                                                     34         123
 Interest expense                                                 35          32
                                                              ------      ------
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES                   (1)         91
 Provision for income taxes                                        -          24
                                                              ------      ------
INCOME (LOSS) OF CONSOLIDATED COMPANIES
 AND PARTNERSHIPS                                                 (1)         67
 Minority interest                                                 3           2
 Income from corporate investments carried at equity              33          12
                                                              ------      ------

NET INCOME                                                    $   29      $   77
                                                              ======      ======
Earnings per common share
  Basic                                                       $ 0.22      $ 0.58
  Diluted                                                     $ 0.22      $ 0.57
Cash dividends declared per common share                      $ 0.225     $ 0.225

(a) Selling, administrative and other expenses include:
       Selling                                                $   21      $   24
       Administrative                                             21          28
       Other expenses                                              6          20
                                                              ------      ------
                                                              $   48      $   72
                                                              ======      ======


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)
                                                       Nine months ended September 30,
                                                                2000          1999
                                                              ------        ------
<S>                                                          <C>             <C>
NET SALES                                                     $4,928        $4,318
                                                              ------        ------
 Cost of sales, exclusive of depreciation and
   amortization                                                4,089         3,369
 Research and development                                        115           114
 Selling, administrative and other expenses(a)                   182           199
 Depreciation and amortization                                   304           302
 Partnership income                                                6            20
 Other income - net                                               69            93
                                                              ------        ------
INCOME BEFORE INTEREST EXPENSE AND PROVISION FOR
 INCOME TAXES                                                    313           447
 Interest expense                                                117            98
                                                              ------        ------
INCOME BEFORE PROVISION FOR INCOME TAXES                         196           349
 Provision for income taxes                                       49            90
                                                              ------        ------
INCOME OF CONSOLIDATED COMPANIES AND PARTNERSHIPS                147           259
 Minority interest                                                 6             4
 Income (loss) from corporate investments carried
  at equity                                                      115           (38)
                                                              ------        ------
INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN
 ACCOUNTING PRINCIPLE                                            256           217
 Cumulative effect of change in accounting principle               -           (20)
                                                              ------        ------

NET INCOME                                                    $  256        $  197
                                                              ======        ======
Earnings per common share
 Basic -
  Income before cumulative effect of change
    in accounting principle                                   $ 1.90        $ 1.63
  Cumulative effect of change in accounting principle              -         (0.15)
                                                              ------        ------
  Net income                                                  $ 1.90        $ 1.48
                                                              ======        ======

 Diluted -
  Income before cumulative effect of change
    in accounting principle                                   $ 1.86        $ 1.59
  Cumulative effect of change in accounting principle              -         (0.14)
                                                              ------        ------
   Net income                                                 $ 1.86        $ 1.45
                                                              ======        ======
Cash dividends declared per common share                      $ 0.675       $ 0.675

(a) Selling, administrative and other expenses include:
        Selling                                               $   66        $   70
        Administrative                                            65            69
        Other expenses                                            51            60
                                                              ------        ------
                                                              $  182        $  199
                                                              ======        ======
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
                                                          Sept. 30,     Dec. 31,
                                                            2000          1999
                                                           -------      -------
<S>                                                      <C>          <C>
ASSETS
  Cash and cash equivalents                                $    63      $    41
  Notes and accounts receivable                              1,104        1,132
  Inventories                                                  701          680
  Other current assets                                         314          297
                                                           -------      -------
  Total current assets                                       2,182        2,150

  Property, plant and equipment                              9,311        9,057
  Less: Accumulated depreciation                             4,734        4,536
                                                           -------      -------
  Net fixed assets                                           4,577        4,521

  Companies carried at equity                                  994          756
  Other investments and advances                                93           75
                                                           -------      -------
  Total investments and advances                             1,087          831

  Other assets                                                 526          455
                                                           -------      -------
  Total assets                                             $ 8,372      $ 7,957
                                                           =======      =======
LIABILITIES AND STOCKHOLDERS' EQUITY
 Accounts payable                                          $   336      $   329
 Short-term debt and current portion of long-term debt       1,111          782
 Other accrued liabilities                                     749          678
                                                            ------      -------
 Total current liabilities                                   2,196        1,789

 Long-term debt                                              1,755        1,869
 Postretirement benefit obligation                             428          438
 Other long-term obligations                                   547          603
 Deferred credits                                              640          599
 Minority stockholders' equity in consolidated
  subsidiaries                                                  40           42
 Stockholders' equity:
  Common stock - authorized - 500,000,000 shares
               - issued - 158,495,782 shares
                   (157,571,933 shares in 1999)                158          158
  Additional paid-in capital                                   197          165
  Other equity adjustments                                      (1)          (1)
  Accumulated other comprehensive loss                        (217)        (160)
  Retained earnings                                          3,697        3,530
  Unearned employee compensation - ESOP                        (49)         (56)
  Treasury stock, at cost - 23,413,994 shares
                   (23,428,229 shares in 1999)              (1,019)      (1,019)
                                                           -------      -------
 Total stockholders' equity                                  2,766        2,617
                                                           -------      -------
 Total liabilities and stockholders' equity                $ 8,372      $ 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
                                                         Nine Months Ended Sept.30,
                                                             2000         1999
-----------------------------------------------------------------------------------
                                                          Increase (decrease) in
                                                         Cash and cash equivalents
-----------------------------------------------------------------------------------
<S>                                                      <C>           <C>
OPERATIONS
Income before cumulative effect of change in
   accounting principle                                    $  256          $ 217
  Noncash charges (credits) to net income:
    Depreciation and amortization                             304            302
    Deferred income taxes                                      41             99
    Equity in (earnings) losses of joint ventures,
       net of cash received                                   (84)            53
    Other                                                     (80)            36
  Increase in working capital(a)                              (13)          (211)
  Long-term assets and liabilities                            (44)           (77)
                                                            -----          -----
Cash Flow From Operations                                     380            419
                                                            -----          -----
 INVESTING
  Capital expenditures                                       (397)          (559)
  Investments, advances and acquisitions                     (184)           (91)
  Proceeds from the sale of
     available-for-sale securities                            143             28
  Purchase of available-for-sale securities                   (84)           (35)
  Sale of fixed and other assets                                8             26
                                                            -----          -----
Cash Flow Used for Investing                                 (514)          (631)
                                                            -----          -----
 FINANCING
  Change in short-term debt (3 months or less)                342            243
  Proceeds from short-term debt                                 8              2
  Repayments of short-term debt                               (19)           (17)
  Proceeds from long-term debt                                  -            285
  Repayments of long-term debt                               (114)          (227)
  Issuance of common stock                                     25             41
  Purchase of common stock                                      -            (50)
  Payment of dividends                                        (91)           (90)
  Other                                                         5             11
                                                            -----          -----
Cash Flow From Financing                                      156            198
                                                            -----          -----
Effect of exchange rate changes on cash and
   cash equivalents                                             -              1
Change in cash and cash equivalents                            22            (13)
Cash and cash equivalents, beginning-of-period                 41             49
                                                            -----          -----
Cash and cash equivalents, end-of-period                    $  63          $  36
                                                            =====          =====
Cash (received) paid for interest and income taxes
  Interest (net of amount capitalized)                      $ 124          $  93
  Income taxes                                              $ (24)         $  31

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

    (Increase) decrease in current assets
      Notes and accounts receivable                         $  24          $(176)
      Inventories                                             (21)            62
      Other current assets                                    (19)           (21)
    (Decrease) increase in payables and accruals                3            (76)
                                                            -----          -----
    (Increase) decrease in working capital                 $  (13)         $(211)
                                                            =====          =====
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.


2.  Comprehensive Income

    The following summary presents the components of comprehensive income:

<TABLE>
<CAPTION>

                                                Quarter Ended       Nine Months Ended
                                                   Sept. 30,            Sept. 30,
     Millions of dollars,                        2000    1999         2000     1999
                                                 ----    ----         ----     ----
     <S>                                        <C>       <C>        <C>      <C>
     Net income                                  $ 29      $77        $256     $197
     Other comprehensive income:
       Unrealized gains and losses on
         available-for-sale securities,
         net of reclassification adjustments
         and net of tax                            (3)      (1)          1        1
       Foreign currency translation
         adjustments                              (23)       8         (58)     (47)
                                                 ----      ---        ----      ----

     Comprehensive income                        $  3      $84        $199     $151
                                                 ====      ===        ====     ====
     </TABLE>

     <TABLE>
     <CAPTION>
     3. Inventories

                                              Sept.30,       Dec. 31,
     Millions of dollars,                       2000           1999
                                               -----           -----
     <S>                                       <C>             <C>
     Raw materials and supplies                $ 169           $ 152
     Work in process                              67              45
     Finished goods                              465             483
                                                ----            ----
                                               $ 701           $ 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 quarter ended
    <S>                             <C>        <C>         <C>      <C>
    September 30, 2000
      Net sales                      $1,122     $ 515       $ -      $1,637
      Intersegment revenues               -        99         -          99
      Segment revenues                1,122       614         -       1,736
      Depreciation and
        amortization                     65        35         -         100
      Partnership income (loss)          (6)        -         -          (6)
      Operating profit (loss)            45       (15)        4          34
      Interest expense                    -         -        35          35
      Income from corporate
       investments carried
         at equity                        1        32         -          33

</TABLE>


<TABLE>
<CAPTION>
                                       S&I       BC&P      Other     Total
                                     ------     -----      -----     ------
    Millions of dollars,
    for the quarter ended
    <S>                             <C>        <C>         <C>      <C>
    September 30, 1999
      Net sales                      $1,057      $441       $ -      $1,498
      Intersegment revenues               -        81         -          81
      Segment revenues                1,057       522         -       1,579
      Depreciation and
        amortization                     67        36         -         103
      Partnership income                 17         1         -          18
      Operating profit (loss)           134        (7)       (4)        123
      Interest expense                    -         -        32          32
      Income from corporate
       investments carried
         at equity                        -        12         -          12

</TABLE>

                                        -8-

<PAGE>


<TABLE>
<CAPTION>
                                       S&I      BC&P     Other     Total
                                     ------    ------    -----     ------
    Millions of dollars,
    for the nine months ended
    <S>                             <C>        <C>       <C>      <C>
    September 30, 2000
      Net sales                      $3,355    $1,573    $   -     $4,928
      Intersegment revenues               -       304        -        304
      Segment revenues                3,355     1,877        -      5,232
      Depreciation and
        amortization                    199       105        -        304
      Partnership income                  4         2        -          6
      Operating profit                  219        89        5        313
      Interest expense                    -         -      117        117
      Income from corporate
       investments carried
         at equity                        -       115        -        115

</TABLE>

<TABLE>
<CAPTION>

                                       S&I      BC&P     Other     Total
                                     -------   ------    -----     ------
    Millions of dollars,
    For the nine months ended
    <S>                             <C>        <C>       <C>      <C>
    September 30, 1999
      Net sales                       $3,127   $1,191    $   -     $4,318
      Intersegment revenues                -      188        -        188
      Segment revenues                 3,127    1,379        -      4,506
      Depreciation and
        amortization                     192      110        -        302
      Partnership income                  19        1        -         20
      Operating profit (loss)            530      (82)      (1)       447
      Interest expense                     -        -       98         98
      Income (loss) from
       corporate investments
         carried at equity                 4      (42)       -        (38)

</TABLE>

Operating profit for the nine months ended September 30, 2000
includes an $18 million gain on shares received and sold in
connection with the demutualization of Metropolitan Life
Insurance Company, a provider of certain employee benefit
programs for the corporation, of which $12 million and $6 million
were recognized by the S&I and BC&P segment, respectively.

The operating profit of the S&I segment includes $38 million and
$50 million of net gains from litigation settlements related to
licensing for the quarter and nine months ended September 30,
1999, respectively.

                                         -9-

<PAGE>


<TABLE>
<CAPTION>

5.  Earnings Per Share

   Millions of dollars,                           Quarter Ended Sept. 30,    Nine Months Ended Sept. 30,
   except per share amounts                           2000         1999          2000         1999
                                                     -----        -----         -----       ------
   <S>                                         <C>           <C>          <C>          <C>
   Income before cumulative effect of change
     in accounting principle                         $  29        $  77         $ 256       $  217
   Cumulative effect of change in accounting
     principle                                           -            -             -          (20)
                                                     -----        -----         -----       ------
   Net income                                        $  29        $  77         $ 256       $  197
                                                     =====        =====         =====       ======
   Basic -
     Weighted average number of shares
       outstanding for basic calculation       134,960,774  133,464,524   134,705,126  133,135,986
                                               ===========  ===========   ===========  ===========
     Earnings per share -
       Income before cumulative effect of change
         in accounting principle                     $0.22        $0.58         $1.90       $ 1.63
       Cumulative effect of change in accounting
         principle                                       -            -             -        (0.15)
                                                     -----        -----         -----       ------
       Net income                                    $0.22        $0.58         $1.90       $ 1.48
                                                     =====        =====         =====       ======
   Diluted -
     Weighted average number of shares
       outstanding for basic calculation       134,960,774  133,464,524   134,705,126  133,135,986
         Add:  Effect of stock options           2,114,616    3,434,248     2,815,275    3,220,422
                                               -----------  -----------   -----------  -----------
     Weighted average number of shares
       outstanding for diluted calculation     137,075,390  136,898,772   137,520,401  136,356,408
                                               ===========  ===========   ===========  ===========
     Earnings per share -
       Income before cumulative effect of change
         in accounting principle                     $0.22        $0.57         $1.86       $ 1.59
       Cumulative effect of change in accounting
         principle                                       -            -             -        (0.14)
                                                     -----        -----         -----       ------
       Net income                                    $0.22        $0.57         $1.86       $ 1.45
                                                     =====        =====         =====       ======
</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 September 30, 2000 totaled
   $185 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 September 30, 2000, the corporation had established
   environmental remediation accruals in the amount of
   $187 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 $78 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 September 30, 2000
   included $153 million for these sites, of which $43 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, $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 $51 million, of which $12 million was for
   estimated future expenditures for site investigation and
   cleanup and $39 million was for estimated future expenditures
   for closure and postclosure activities.  In addition,
   $40 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 September 30, 2000 included
   $34 million for estimated future expenditures for site
   investigation and cleanup at these sites.  In addition,
   $17 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 $12 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 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
   $122 million at September 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
   September 30, 2000 totaling $85 million, of which $28 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 $135 million and related insurance recovery
   receivables of $117 million.  At September 30, 2000, the
   corporation had nonenvironmental litigation loss
   contingencies of $71 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.  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.  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 corporation
   does not expect the adoption of Statement No. 133 on January
   1, 2001 to have a material effect on the corporation's
   financial position or results of operations.

                                      -12-
   <PAGE>



   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 has determined that SAB 101 will not have a
   significant effect on its revenue recognition policies and
   procedures.


 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 third quarter net income of $29
million, or $0.22 per diluted share ($0.22 per basic share).
For the same quarter in 1999, the corporation reported net
income of $77 million, or $0.57 per diluted share ($0.58 per
basic share).  Net income for the nine months ended September
30, 2000 was $256 million, or $1.86 per diluted share ($1.90 per
basic share), compared with net income of $217 million, or $1.59
per diluted share ($1.63 per basic share), before the charge for
a 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 nine months of 1999.

Consolidated net sales for the third quarter of 2000 were $1,637
million, an increase of 9.3 percent over net sales of $1,498
million for the third quarter of 1999 reflecting an 8.8 percent
increase in average selling prices coupled with a slight
increase in volume.  Consolidated net sales for the first nine
months of 2000 were $4,928 million, an increase of 14.1 percent
over net sales of $4,318 million for the same nine months of
1999, representing a 14.2 percent increase in average selling
prices offset by a slight decline in volume.  Although average
selling price increases occurred in both segments, the majority
of the three and nine month period increases 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 12.9 cents per pound in the third quarter of 2000 compared
with 14.1 cents per pound for the same quarter in 1999.
Consolidated unit variable margin for the nine months ended
September 30, 2000 was 14.3 cents per pound compared with 15.0
cents per pound for the same nine months of 1999. Declines for
both the three and nine month periods principally reflected
lower unit variable margins in the S&I segment, caused by rising
purchased material and energy costs, which were not fully offset
by increases in average selling prices.  Lower S&I unit variable
margins were partially offset by higher unit variable margins of
the BC&P segment, reflecting increases in average selling prices
that more than offset higher raw material and energy costs.

                                      -14-
<PAGE>



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)
was 9.8 cents per pound for the three months ended September 30,
2000 compared with 10.4 cents per pound for the same quarter in
1999.  For the nine months ended September 30, 2000 fixed cost
per pound of product sold was 10.0 cents compared with 9.9 cents
for the same nine months of 1999.  Fixed costs were reduced by a
reduction in pension expense of $23 million and $69 million for
the three and nine month periods ended September 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.  Additionally, fixed costs in the third
quarter of 2000 included a non-recurring decline in selling,
administrative and other expenses, as well as increased costs
associated with the start-up of the olefins and polyethylene
units in Canada.

Partnership income decreased from income of $18 million in the
third quarter of 1999 to a loss of $6 million in the same
quarter of 2000.  For the first nine months of 2000, partnership
income was $6 million compared with $20 million for the same
nine months of 1999.  Declines in partnership income primarily
reflect lower income associated with the corporation's UOP joint
venture, which resulted from a reduction, particularly in
international markets, of new projects undertaken by oil
companies.

Other income for the nine month period ended September 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 and $15
million of interest income related to a tax refund.  Other
income for the three and nine month periods ended September 30,
1999 included $38 million ($29 million after-tax) and $50
million ($38 million after-tax), respectively, of net gains from
litigation settlements.

Interest expense increased $3 million and $19 million for the
three and nine month periods ended September 30, 2000,
respectively, as compared with the same three and nine month
periods of 1999.  These increases are primarily the result of a
greater amount of average short-term debt outstanding during
2000 compared with 1999.  Additionally, increases for the nine
month period were partially offset by an increase in capitalized
interest related primarily to the corporation's olefins and
polyethylene projects in Canada and the corporation's OPTIMAL
Group investment project in Malaysia.

Income from corporate investments carried at equity increased
$21 million and $153 million for the three and nine month
periods ended September 30, 2000 compared with the same periods
in the prior year.  Increases were directly attributable to
better performance of the EQUATE and Polimeri Europa joint
ventures, partially offset by preoperating expenses of the
Malaysian joint ventures.

The corporation's effective tax rate for the three and nine
month periods ended September 30, 2000 was 25.0 percent.  The
corporation's effective tax rate for the same three and nine
month periods in 1999 was 26.4 percent and 25.8 percent,
respectively.

                                     -15-
<PAGE>



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.

At September 30, 2000, the corporation held open foreign
currency forward contracts and options with net notional amounts
of $225 million and an unrealized net gain of less than $1
million.  At September 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 $12.0 million net loss at September 30, 2000.
Alternatively, a hypothetical 10 percent strengthening in the
U.S. dollar across all currencies would have resulted in a $13.6
million net gain at September 30, 2000.  These gains and losses
would generally be offset by fluctuations in the underlying
currency transactions.

At September 30, 2000, the corporation had long-term debt of
$1,755 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 $104 million at September 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
$118 million at September 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 & Intermediates
---------------------------


                                            Quarter Ended       Nine Months Ended
 Millions of dollars,                    Sept. 30,  Sept. 30,  Sept. 30,  Sept. 30,
 except as indicated                       2000       1999       2000       1999
                                          ------    -------    ------      ------
 <S>                                     <C>        <C>       <C>         <C>
 Segment revenues                         $1,122     $1,057    $3,355      $3,127
 Depreciation and amortization                65         67       199         192
 Partnership income (loss)                    (6)        17         4          19
 Operating profit                             45        134       219         530
 Income from corporate investments
   carried at equity                           1          -         -           4
 Unit variable margin (cents/pound)         17.6       20.1      18.4        22.9
 Fixed cost per pound of products
   sold (cents/pound)                       13.1       14.1      13.1        13.7
 Capital expenditures                         29         58       145         220

</TABLE>


S&I segment revenues increased 6.1 percent for the quarter ended
September 30, 2000 compared with the same quarter in 1999, the
result of a 7.5 percent increase in average selling prices
partially offset by a 1.2 percent decline in volume.  Revenues
for the first nine months of 2000 compared with the same nine
months of 1999, increased 7.3 percent, the result of a 6.7
percent increase in average selling prices and a slight increase
in volume.  Throughout 2000, steady increases in purchased raw
material and energy costs eroded any benefit this segment derived
from increases in average selling prices and volume.

Declines in partnership income for the three and nine month
periods ended September 30, 2000 compared with the same periods
in 1999, primarily reflected lower earnings from the
corporation's UOP joint venture.  In the current environment of
high demand and limited supply, many oil companies, including
those serviced by UOP, have deferred catalyst replacement and
technology upgrade projects in order to keep refinery capacity
running.

Operating profit for the nine months ended September 30, 2000
includes a $12 million gain on shares received and sold in
connection with the demutualization of Met Life, a provider of
certain employee benefit programs.  Operating profit for the
three and nine month periods ended September 30, 1999 includes
$38 million and $50 million, respectively, in net gains from
litigation settlements.


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

Looking ahead into the fourth quarter, the corporation
anticipates that, although raw material costs may remain high,
operating profit should benefit from modest improvement in
variable margins for a number of specialty and intermediate
product lines.  Partnership income is expected to remain low,
until UOP's customers are ready to begin work on delayed
projects.


                                    -17-
<PAGE>


<TABLE>
<CAPTION>
Basic Chemicals & Polymers
--------------------------

                                            Quarter Ended       Nine Months Ended
 Millions of dollars,                    Sept. 30,  Sept. 30, Sept. 30,  Sept. 30,
 except as indicated                       2000       1999      2000       1999
                                           ----      -----     ------     ------
 <S>                                      <C>        <C>      <C>        <C>
 Segment revenues                          $614       $522     $1,877     $1,379
 Depreciation and amortization               35         36        105        110
 Partnership income                           -          1          2          1
 Operating profit (loss)                    (15)        (7)        89        (82)
 Income (loss) from corporate
   investments carried at equity             32         12        115        (42)
 Unit variable margin (cents/pound)         7.5        7.1        9.5        5.8
 Fixed cost per pound of products
   sold (cents/pound)                       6.4        5.9        6.3        5.4
 Capital expenditures                        46        120        252        339

</TABLE>


Revenues of the BC&P segment for the third quarter of 2000
increased 17.6 percent over the same quarter of 1999 as a result
of a 14.2 percent increase in average customer selling prices
coupled with a 2.3 percent increase in customer volume.  BC&P
segment revenues for the first nine months of 2000 increased 36.1
percent over the same period in the prior year as a result of a
33.2 percent increase in average customer selling prices, partly
offset by a 1.1 percent decline in customer volume.  In 2000,
this segment's unit variable margin has benefited from average
customer selling price increases which, until the third quarter,
exceeded the impact of rising raw material and energy costs.

Income from corporate investments carried at equity during the
third quarter of 2000 increased over the same period in 1999 and
increased substantially during the first nine months of 2000
compared with the same nine months of 1999.  These increases
represent improved performance at EQUATE and Polimeri Europa,
which was only slightly offset by preoperating expenses
associated with the OPTIMAL joint ventures.  Although earnings in
the chemical industry are being negatively impacted by rising raw
material costs, EQUATE benefits from having advantaged raw
material supply contracts.  Polimeri Europa's performance in the
year 2000 reflects better industry margins and volumes in Europe,
than in 1999.

Operating profit for the nine months ended September 30, 2000
includes a $6 million gain on shares received and sold in
connection with the demutualization of Met Life, a provider of
certain employee benefit programs.

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

The corporation's performance in the near term is highly
dependent on external variables, such as the cost of raw
materials and energy, as well as industry operating rates.  The
company is anticipating increases in average fourth quarter raw
material and energy costs compared with third quarter levels.
Overall, average BC&P customer selling prices in the fourth quarter
are likely to be lower than in the third quarter, despite price
increases in selected products.  Depreciation for the BC&P segment
will increase due to the start-up of the olefins and polyethylene
units in Canada.  Equity company results will likely decline from
third quarter, primarily because of weakness at Polimeri Europa, as
well as increased preoperating expenses associated with the
Malaysian joint venture projects.

                                    -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.  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.  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 corporation does not expect
the adoption of Statement No. 133 on January 1, 2001 to 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 has
determined that SAB 101 will not have a significant effect on its
revenue recognition policies and procedures.


Financial Condition - September 30, 2000
----------------------------------------

Cash flow from operations for the first nine months of 2000 was
$380 million, a decrease of $39 million from the same period of
1999.  This decline is principally the result of a decrease in
net noncash charges to net income, partially offset by a
reduction in working capital requirements.  Decreases in noncash
charges to net income primarily resulted from an increase in

                                  -19-
<PAGE>



undistributed earnings of the corporation's joint ventures and a
reduction in pension expense.

Cash flow used for investing for the nine months ended September
30, 2000 totaled $514 million, a decrease of $117 million from
$631 million in the comparable period of 1999.  This decrease is
principally due to a decline in capital expenditures and an
increase in the proceeds received from the sale of available-for-
sale securities partially offset by an increase in investments,
advances and acquisitions and increased cash used for purchases
of available-for-sale-securities.  Funding of major capital
projects in the first nine months 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 venture projects.

At September 30, 2000, the corporation had approximately $123
million in commitments related to authorized construction
projects and investments.  These commitments are anticipated to
be met through operating cash flows.

Cash flow from financing was $156 million for the first nine
months of 2000, as compared with $198 million for the same nine
months of 1999.  The first nine months of 2000 primarily
included cash received for issuances of common stock of $25
million and net borrowings of $217 million offset by cash paid
for dividends of $91 million.  The first nine months 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 $90 million and net
increases in debt, excluding the April 1999 issuance of 6.70
percent Public Notes, of $36 million.

The corporation's ratio of debt to total capital was
50.5 percent at September 30, 2000 as compared with 49.9 percent
at December 31, 1999.  At September 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.

         On October 5, 2000, the corporation was served with an
         administrative Complaint and Notice of Opportunity for Hearing
         (Complaint) by the United States Environmental Protection Agency,
         Region 6, alleging violations of reporting requirements under
         Section 112 of the Federal Clean Air Act at the corporation's Taft
         facility in Hahnville, Louisiana.  The Complaint seeks civil
         penalties of $159,840.00.


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 nine months ended September 30, 2000:

             1. Form 8-K dated July 24, 2000, contained a Letter Agreement,
                with reference to the Agreement and Plan of Merger, dated as
                of August 3, 1999, among Union Carbide Corporation, a New
                York corporation, The Dow Chemical Company, a Delaware
                corporation, and Transition Sub, Inc., a Delaware
                corporation.

             2. Form 8-K dated July 31, 2000, contained the corporation's
                press release dated July 31, 2000.

             3. Form 8-K dated September 27, 2000, contained a Letter
                Agreement, dated September 27, 2000, with reference to the
                Agreement and Plan of Merger, dated as of August 3, 1999,
                among Union Carbide Corporation, a New York Corporation,
                The Dow Chemical Company, a Delaware Corporation, and
                Transition Sub, Inc., a Delaware Corporation.




                                      -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:  November 3, 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>