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

FORM 10-Q

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

FOR THE QUARTER ENDED SEPTEMBER 30, 2002

Commission file number 1-1463

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

|New York(State or other jurisdiction of
incorporation or organization)                                              |  | 13-1421730(I.R.S. Employer Identification No.)
|------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------
|39 Old Ridgebury Road, Danbury, Connecticut    06817-0001(Address of principal executive offices)        (Zip Code)
|Registrant's telephone number, including area code:203-794-2000                                                    
|Not applicable(Former name, former address and former fiscal year, if changed since last report)                   

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

At
September 30, 2002, 1,000 shares of common stock were outstanding, all of which were held by the registrant's parent, The Dow Chemical Company.

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

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UNION CARBIDE CORPORATION

TABLE OF CONTENTS

|                             |                                                                                                  | PAGE                                            
|---------------------------- | ------------------------------------------------------------------------------------------------ | ------------------------------------------------
|PART IFINANCIAL INFORMATION |                                                                                                  |                                                 
|                             | Item 1.    Financial Statements                                                                  |                                                 
|                             |                                                                                                  | Consolidated Statements of Income               
|                             |                                                                                                  | Consolidated Balance Sheets                     
|                             |                                                                                                  | Consolidated Statements of Cash Flows           
|                             |                                                                                                  | Consolidated Statements of Comprehensive Income 
|                             |                                                                                                  | Notes to the Consolidated Financial Statements  
|                             | Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations |                                                 
|                             |                                                                                                  | Disclosure Regarding Forward-Looking Information
|                             |                                                                                                  | Results of Operations                           
|                             |                                                                                                  | Other Matters                                   
|                             | Item 3.    Quantitative and Qualitative Disclosures About Market Risk                            |                                                 
|                             | Item 4.    Controls and Procedures                                                               |                                                 
|PART IIOTHER INFORMATION   
|                             | Item 1.    Legal Proceedings                                                                     |                                                 
|                             | Item 6.    Exhibits and Reports on Form 8-K                                                      |                                                 
|SIGNATURE                    |                                                                                                  | 20                                              
|CERTIFICATIONS               |                                                                                                  | 21                                              
|EXHIBIT INDEX                |                                                                                                  | 23                                              

2

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PART I.    FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

Union Carbide Corporation and Subsidiaries
Consolidated Statements of Income

|                                                         |                                                    | Three Months Ended |       | Nine Months Ended |  
|-------------------------------------------------------- | -------------------------------------------------- | ------------------ | ----- | ----------------- | -
|
|                                                         | Net trade sales                                    |                    | $     | 96                |  
|                                                         | Net sales to related companies                     |                    |       | 1,083             |  
|                                                         |                                                    |                    |       |                   |  
|Total Net Sales                                          |                                                    |                    | 1,179 |                   |  
|                                                         |                                                    |                    |       |                   |  
|                                                         | Cost of sales                                      |                    |       | 1,036             |  
|                                                         | Research and development expenses                  |                    |       | 26                |  
|                                                         | Selling, general and administrative expenses       |                    |       | 10                |  
|                                                         | Amortization of intangibles                        |                    |       | 1                 |  
|                                                         | Merger-related expenses and restructuring          |                    |       | 13                |  
|                                                         | Insurance company operations, pretax loss          |                    |       |                  |  
|                                                         | Equity in earnings of nonconsolidated affiliates   |                    |       | 17                |  
|                                                         | Sundry income (expense)net                        |                    |       | (16               | )
|                                                         | Interest income                                    |                    |       | 4                 |  
|                                                         | Interest expense and amortization of debt discount |                    |       | 33                |  
|                                                         |                                                    |                    |       |                   |  
|Income (Loss) before Income Taxes and Minority Interests |                                                    |                    | 65    |                   |  
|                                                         |                                                    |                    |       |                   |  
|                                                         | Provision (Credit) for income taxes                |                    |       | 32                |  
|                                                         | Minority interests' share in income                |                    |       |                  |  
|                                                         |                                                    |                    |       |                   |  
|Net Income (Loss) Available for Common Stockholder       |                                                    | $                  | 33    |                   | $
|                                                         |                                                    |                    |       |                   |  
|Depreciation                                             |                                                    | $                  | 77    |                   | $
|                                                         |                                                    |                    |       |                   |  
|Capital Expenditures                                     |                                                    | $                  | 27    |                   | $
|                                                         |                                                    |                    |       |                   |  

See Notes to the Consolidated Financial Statements.

3

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Union Carbide Corporation and Subsidiaries
Consolidated Balance Sheets

|In millions    (Unaudited)                 |                                                                                  | Sept. 30,
2002                                                       |       | Dec. 31,
2001 |    
|------------------------------------------ | -------------------------------------------------------------------------------- | -------------------------------------------------------------------- | ----- | ------------- | ---
|Assets                                     |                                                                                  |                                                                      |       |               |    
|Current Assets                             |                                                                                  |                                                                      |       |               |    
|                                           | Cash and cash equivalents                                                        |                                                                      | $     | 30            |    
|                                           | Accounts and notes receivable:                                                   |                                                                      |       |               |    
|                                           |                                                                                  | Trade (net of allowance for doubtful receivables2002: $9; 2001: $8) |       |               | 73 
|                                           |                                                                                  | Related companies                                                    |       |               | 496
|                                           |                                                                                  | Other                                                                |       |               | 261
|                                           | Inventories                                                                      |                                                                      |       | 362           |    
|                                           | Deferred income tax assetscurrent                                               |                                                                      |       | 272           |    
|                                           |                                                                                  |                                                                      |       |               |    
|                                           | Total current assets                                                             |                                                                      |       | 1,494         |    
|                                           |                                                                                  |                                                                      |       |               |    
|Investments                                |                                                                                  |                                                                      |       |               |    
|                                           | Investments in related companies, at cost                                        |                                                                      |       | 462           |    
|                                           | Investments in nonconsolidated affiliates                                        |                                                                      |       | 513           |    
|                                           | Other investments                                                                |                                                                      |       | 54            |    
|                                           | Noncurrent receivables                                                           |                                                                      |       | 358           |    
|                                           | Noncurrent receivables from related companies                                    |                                                                      |       | 18            |    
|                                           |                                                                                  |                                                                      |       |               |    
|                                           | Total investments                                                                |                                                                      |       | 1,405         |    
|                                           |                                                                                  |                                                                      |       |               |    
|Property                                   |                                                                                  |                                                                      |       |               |    
|                                           | Property                                                                         |                                                                      |       | 7,698         |    
|                                           | Less accumulated depreciation                                                    |                                                                      |       | 5,057         |    
|                                           |                                                                                  |                                                                      |       |               |    
|                                           | Net property                                                                     |                                                                      |       | 2,641         |    
|                                           |                                                                                  |                                                                      |       |               |    
|Other Assets                               |                                                                                  |                                                                      |       |               |    
|                                           | Goodwill                                                                         |                                                                      |       | 26            |    
|                                           | Other intangible assets (net of accumulated amortization2002: $196; 2001: $191) |                                                                      |       | 25            |    
|                                           | Deferred income tax assetsnoncurrent                                            |                                                                      |       | 239           |    
|                                           | Deferred charges and other assets                                                |                                                                      |       | 421           |    
|                                           |                                                                                  |                                                                      |       |               |    
|                                           | Total other assets                                                               |                                                                      |       | 711           |    
|                                           |                                                                                  |                                                                      |       |               |    
|Total Assets                               |                                                                                  | $                                                                    | 6,251 |               | $  
|                                           |                                                                                  |                                                                      |       |               |    
|Liabilities and Stockholder's Equity       |                                                                                  |                                                                      |       |               |    
|Current Liabilities                        |                                                                                  |                                                                      |       |               |    
|                                           | Notes payable:                                                                   |                                                                      |       |               |    
|                                           |                                                                                  | Related companies                                                    |       | $             | 202
|                                           |                                                                                  | Other                                                                |       |               | 3  
|                                           | Long-term debt due within one year                                               |                                                                      |       | 380           |    
|                                           | Accounts payable:                                                                |                                                                      |       |               |    
|                                           |                                                                                  | Trade                                                                |       |               | 224
|                                           |                                                                                  | Related companies                                                    |       |               | 221
|                                           |                                                                                  | Other                                                                |       |               | 52 
|                                           | Income taxes payable                                                             |                                                                      |       | 39            |    
|                                           | Accrued and other current liabilities                                            |                                                                      |       | 301           |    
|                                           |                                                                                  |                                                                      |       |               |    
|                                           | Total current liabilities                                                        |                                                                      |       | 1,422         |    
|                                           |                                                                                  |                                                                      |       |               |    
|Long-Term Debt                             |                                                                                  |                                                                      | 1,288 |               |    
|                                           |                                                                                  |                                                                      |       |               |    
|Other Noncurrent Liabilities               |                                                                                  |                                                                      |       |               |    
|                                           | Pension and other postretirement benefitsnoncurrent                             |                                                                      |       | 638           |    
|                                           | Other noncurrent obligations                                                     |                                                                      |       | 908           |    
|                                           |                                                                                  |                                                                      |       |               |    
|                                           | Total other noncurrent liabilities                                               |                                                                      |       | 1,546         |    
|                                           |                                                                                  |                                                                      |       |               |    
|Minority Interest in Subsidiaries          |                                                                                  |                                                                      | 4     |               |    
|                                           |                                                                                  |                                                                      |       |               |    
|Stockholder's Equity                       |                                                                                  |                                                                      |       |               |    
|                                           | Common stock (1,000 shares authorized and issued)                                |                                                                      |       |              |    
|                                           | Additional paid-in capital                                                       |                                                                      |       |              |    
|                                           | Retained earnings                                                                |                                                                      |       | 2,069         |    
|                                           | Accumulated other comprehensive loss                                             |                                                                      |       | (78           | )  
|                                           |                                                                                  |                                                                      |       |               |    
|                                           | Net stockholder's equity                                                         |                                                                      |       | 1,991         |    
|                                           |                                                                                  |                                                                      |       |               |    
|Total Liabilities and Stockholder's Equity |                                                                                  | $                                                                    | 6,251 |               | $  
|                                           |                                                                                  |                                                                      |       |               |    

See Notes to the Consolidated Financial Statements.

4

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Union Carbide Corporation and Subsidiaries
Consolidated Statements of Cash Flows

|                                        |                                                                                          | Nine Months Ended                                                                         |  
|--------------------------------------- | ---------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------- | -
|
|Operating Activities                    |                                                                                          |                                                                                           |  
|                                        | Net Income (Loss) Available for Common Stockholder                                       |                                                                                           | $
|                                        | Adjustments to reconcile net income (loss) to net cash provided by operating activities: |                                                                                           |  
|                                        |                                                                                          | Depreciation and amortization                                                             |  
|                                        |                                                                                          | Provision (Credit) for deferred income tax                                                |  
|                                        |                                                                                          | Earnings/losses of nonconsolidated affiliates less than (in excess of) dividends received |  
|                                        |                                                                                          | Minority interests' share in income                                                       |  
|                                        |                                                                                          | Net loss on sale of consolidated company                                                  |  
|                                        |                                                                                          | Net gain on sales of property                                                             |  
|                                        |                                                                                          | Other net gain                                                                            |  
|                                        |                                                                                          | Merger-related expenses and restructuring                                                 |  
|                                        |                                                                                          | Tax benefitnonqualified stock option exercises                                           |  
|                                        | Changes in assets and liabilities that provided (used) cash:                             |                                                                                           |  
|                                        |                                                                                          | Accounts and notes receivable                                                             |  
|                                        |                                                                                          | Related company receivables                                                               |  
|                                        |                                                                                          | Inventories                                                                               |  
|                                        |                                                                                          | Accounts payable                                                                          |  
|                                        |                                                                                          | Related company payables                                                                  |  
|                                        |                                                                                          | Other assets and liabilities                                                              |  
|                                        |                                                                                          |                                                                                           |  
|                                        | Cash provided by (used in) operating activities                                          |                                                                                           |  
|                                        |                                                                                          |                                                                                           |  
|Investing Activities                    |                                                                                          |                                                                                           |  
|                                        | Capital expenditures                                                                     |                                                                                           |  
|                                        | Proceeds from sales of property                                                          |                                                                                           |  
|                                        | Proceeds from sale of consolidated company                                               |                                                                                           |  
|                                        | Investments in nonconsolidated affiliates                                                |                                                                                           |  
|                                        | Advances to nonconsolidated affiliates, net of cash received                             |                                                                                           |  
|                                        | Collection of noncurrent note receivable from related company                            |                                                                                           |  
|                                        | Proceeds from sale of nonconsolidated affiliate                                          |                                                                                           |  
|                                        | Purchases of investments                                                                 |                                                                                           |  
|                                        | Proceeds from sales of investments                                                       |                                                                                           |  
|                                        |                                                                                          |                                                                                           |  
|                                        | Cash provided by investing activities                                                    |                                                                                           |  
|                                        |                                                                                          |                                                                                           |  
|Financing Activities                    |                                                                                          |                                                                                           |  
|                                        | Changes in short-term notes payable                                                      |                                                                                           |  
|                                        | Changes in notes payable to related companies                                            |                                                                                           |  
|                                        | Payments on long-term debt                                                               |                                                                                           |  
|                                        | Purchases of treasury stock                                                              |                                                                                           |  
|                                        | Proceeds from sales of common stock                                                      |                                                                                           |  
|                                        | Distributions to minority interests                                                      |                                                                                           |  
|                                        | Dividends paid to stockholder                                                            |                                                                                           |  
|                                        |                                                                                          |                                                                                           |  
|                                        | Cash provided by (used in) financing activities                                          |                                                                                           |  
|                                        |                                                                                          |                                                                                           |  
|Effect of Exchange Rate Changes on Cash |                                                                                          |                                                                                           | 
|                                        |                                                                                          |                                                                                           |  
|Summary                                 |                                                                                          |                                                                                           |  
|                                        | Decrease in cash and cash equivalents                                                    |                                                                                           |  
|                                        | Cash and cash equivalents at beginning of year                                           |                                                                                           |  
|                                        |                                                                                          |                                                                                           |  
|                                        | Cash and cash equivalents at end of period                                               |                                                                                           | $
|                                        |                                                                                          |                                                                                           |  

See Notes to the Consolidated Financial Statements.

5

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Union Carbide Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income

|                                                   |                                         | Three Months Ended |    | Nine Months Ended |  
|-------------------------------------------------- | --------------------------------------- | ------------------ | -- | ----------------- | -
|
|Net Income (Loss) Available for Common Stockholder |                                         | $                  | 33 |                   | $
|                                                   |                                         |                    |    |                   |  
|Other Comprehensive Income (Loss), Net of Tax      |                                         |                    |    |                   |  
|                                                   | Unrealized losses on investments        |                    |    |                  |  
|                                                   | Translation adjustments                 |                    |    |                  |  
|                                                   |                                         |                    |    |                   |  
|                                                   | Total other comprehensive income (loss) |                    |    |                  |  
|                                                   |                                         |                    |    |                   |  
|Comprehensive Income (Loss)                        |                                         | $                  | 33 |                   | $
|                                                   |                                         |                    |    |                   |  

See Notes to the Consolidated Financial Statements.

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Union Carbide Corporation and Subsidiaries  Notes to the Consolidated Financial Statements

(Unaudited)

Note AConsolidated Financial Statements

Except as otherwise indicated by the context, the terms "Corporation" and "UCC" as used herein mean Union Carbide Corporation and its consolidated subsidiaries.
The unaudited interim consolidated 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.

Since
February 6, 2001, the Corporation has been a wholly owned subsidiary of The Dow Chemical Company ("Dow") as a consequence of the Corporation merging with a wholly owned
subsidiary of Dow effective that date (the "merger" or "Dow merger"). Transactions with the Corporation's parent company, Dow, or other Dow subsidiaries have been reflected as related company
transactions in the consolidated financial statements. See Note D for further discussion. In accordance with Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per
Share," the presentation of earnings per share is not required in financial statements of wholly owned subsidiaries.

The
Corporation's business activities comprise components of Dow's global operations rather than stand-alone operations. The Corporation sells its products to Dow at market-based prices,
in accordance with Dow's longstanding intercompany pricing policy, in order to simplify the customer interface process. Dow conducts its worldwide operations through global businesses. Because there
are no separable reportable business segments for UCC under SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information," and no business information is provided to a
chief operating decision maker regarding the Corporation's stand-alone operations, the Corporation's results are reported as a single operating segment.

Since
February 7, 2001, the Corporation has been included in Dow's consolidated federal income tax group and consolidated income tax return. The Corporation uses the separate
return method to account for its income taxes; accordingly, there is no difference between the method used to account for income taxes at the UCC level and the formula used to compute the amount due
to Dow for UCC's share of income taxes due on Dow's consolidated income tax return.

Certain
reclassifications of prior years' amounts have been made to conform to the presentation adopted for 2002. These statements should be read in conjunction with the audited
consolidated financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Corporation on March 20, 2002 for the year ended
December 31, 2001.

Note BAccounting Changes

The Financial Accounting Standards Board ("FASB") issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," in June 1998.
SFAS No. 133 requires an entity to recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. The Corporation
adopted SFAS No. 133, as amended and interpreted by the FASB and the Derivatives Implementation Group through "Statement 133 Implementation Issues", on January 1, 2001. Due to the
Corporation's limited use of financial instruments to manage its exposure to market risks, primarily related to changes in foreign currency exchange rates, the adoption of SFAS No. 133 did not
have a material impact on the Corporation's consolidated financial statements.

In
September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." This statement, which
replaces SFAS No. 125, revises the standards for accounting for securitizations and other transfers of financial assets and collateral, and requires certain disclosures, but it carries over
most of the provisions of SFAS No. 125 without reconsideration. SFAS No. 140 was effective for transfers and servicing of financial assets and extinguishments of liabilities occurring
after March 31, 2001. It was effective for recognition and reclassifications of collateral and for disclosures relating to securitization transactions and collateral for fiscal years ending
after December 15, 2000. The adoption of SFAS No. 140 did not have a material impact on the Corporation's consolidated financial statements.

In
July 2001, the FASB issued SFAS No. 141, "Business Combinations," which replaces Accounting Principles Board ("APB") Opinion No. 16, "Business Combinations."
Under SFAS No. 141, all business combinations

7

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initiated after June 30, 2001 are accounted for using the purchase method. The application of SFAS No. 141 did not result in the reclassification of any amounts previously recorded as
goodwill or other intangible assets.

In
July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible Assets," which replaces APB Opinion No. 17, "Intangible Assets," and establishes new
accounting and reporting requirements for goodwill and other intangible assets, effective for fiscal years beginning after December 15, 2001. Under this statement, goodwill and intangible
assets that are deemed to have indefinite useful lives are not amortized, but are subject to impairment testing. Impairment testing is required to be performed at adoption and at least annually
thereafter. On an ongoing basis (absent any impairment indicators), Dow's global businesses plan to perform impairment tests during the fourth quarter of each year, in conjunction with the nnual
budgeting process. Effective January 1, 2002,
UCC ceased all amortization of goodwill, which is its only intangible asset with an indefinite useful life, and tested recorded goodwill for impairment by comparing the fair value, determined using a
discounted cash flow method, with its carrying value. The results of the Corporation's goodwill impairment test indicated no impairment.

As
required by SFAS No. 142, the Corporation also reassessed the useful lives and the classification of its identifiable intangible assets and determined them to be appropriate.
See Note E for additional disclosures regarding the adoption of SFAS No. 142.

In
August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations," which requires an entity to record the fair value of a liability for an asset
retirement obligation in the period in which it is incurred and a corresponding increase in the related long-lived asset. The liability is adjusted to its present value each period and the
asset is depreciated over its useful life. A gain or loss may be incurred upon settlement of the liability. SFAS No. 143 is effective for fiscal years beginning after June 15, 2002. The
Corporation is currently assessing the impact of adopting this statement.

In
August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," which replaces SFAS No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of," and provisions of APB Opinion No. 30, "Reporting the Results of
OperationsReporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions," for the disposal of segments of a
business. The statement creates one accounting model, based on the framework established in SFAS No. 121, to be applied to all long-lived assets including discontinued operations.
SFAS No. 144 is effective for fiscal years beginning after December 15, 2001. The Corporation determined that its current accounting policy for the impairment of long-lived
assets is consistent with SFAS No. 144.

In
June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities," which nullifies Emerging Issues Task Force Issue
No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity." This statement, which is effective for exit or disposal activities
initiated after December 31, 2002, will change the measurement and timing of costs associated with exit and disposal activities undertaken by the Corporation in the future.

On
August 26, 2002, Dow announced that in the first quarter of 2003, it would begin expensing stock options issued to employees in accordance with SFAS No. 123, "Accounting
for Stock-Based Compensation." Dow currently uses the accounting method prescribed by APB Opinion No. 25, "Accounting for Stock Issued to Employees," as allowed by SFAS No. 123; however,
expensing stock options is considered the preferable method of accounting for stock-based compensation. In the announcement, Dow stated it expected the expense associated with stock options to be
approximately $0.02 per share in 2003, growing to approximately $0.06 per share in 2005. The estimates were based on the current guidance of SFAS No. 123, the terms of Dow's stock option plans
and current assumptions for stock option grants and valuation, which may change in the future. The Corporation will be allocated the portion of expense relating to its employees who receive stock
options.

Note CMerger-related Expenses and Restructuring

On March 29, 2001, management made certain decisions relative to employment levels, duplicate assets and facilities and excess capacity resulting from the
Dow merger. These decisions were based on management's assessment of the actions necessary to achieve synergies as a 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 2001 of $1,275 million which was reduced by
$52 million in subsequent quarters of 2001.

8

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The
special charge included $629 million for employee-related costs, which consisted predominantly of provisions for employee severance, change of control obligations, medical and
retirement benefits, and outplacement services. The charge was increased by $3 million during 2001 as the original estimates of amounts expected to be paid were further refined. The integration
plans included a workforce reduction of approximately 4,200 people. The charge for severance was based upon the severance plan provisions communicated to employees. According to the initial
integration plans, the Corporation expected to expend approximately 66 percent of the employee-related costs within the first two years following the merger, 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.
As of December 31, 2001, severance of approximately $327 million had been paid to approximately 2,900 former employees. In the first three quarters of 2002, severance of
$91 million was paid to approximately 1,030 former employees, bringing the program-to-date amount to $418 million paid to approximately 3,930 former employees.
The planned merger-related program for workforce reductions was substantially completed in the third quarter of 2002, although additional reductions may continue as the Corporation continues its
restructuring efforts. The Corporation will account for future workforce reductions as they occur.

The
special charge included $41 million for transaction costs, which consisted primarily of investment banking, legal and accounting fees. All of these costs had been paid at
March 31, 2001.

The
special charge included $605 million for the write-down of duplicate assets and facilities directly related to the Dow merger. Included in the
write-down were charges of $292 million for assets and facilities that were rendered redundant as a result of the merger, $81 million for lease abandonment reserves,
$138 million for asset impairments, and $94 million for losses on divestitures required for regulatory approval of the merger. Duplicate assets consisted principally of capitalized
software costs, information technology equipment and research and development facilities and equipment, all of which were written off during the first quarter of 2001. 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 $62 million. In November 2001, the decision to close a research and development
facility in Bound Brook, New Jersey was reversed, in light of difficult economic conditions; the facility will now remain open until at least 2005. Consequently, $55 million of the special
charge was reversed during the fourth quarter of 2001. At December 31, 2001, $77 million of the reserve remained for the abandonment of leased facilities and demolition costs; at
September 30, 2002, $65 million of the reserve remained. The leased facilities will remain open until at least 2005.

The
following table summarizes the activity in the special charge reserve:

In millions

Labor-related
Costs

Transaction
Costs

Write-down of
Duplicate Assets
and Facilities

Total2001:Special charge

$
629

$
41

$
605

$
1,275Adjustments to reserve


3





(55
)

(52
)Charges against reserve


(327
)

(41
)

(473
)

(841
)Balance at Dec. 31, 2001

$
305




$
77

$
3822002:Charges against reserve


(57
)




(4
)

(61
)Balance at March 31, 2002

$
248




$
73

$
321Charges against reserve


(21
)




(4
)

(25
)Balance at June 30, 2002

$
227




$
69

$
296Adjustments to reserve


13








13Charges against reserve


(13
)




(4
)

(17
)Completion of program (1)


(227
)




(65
)

(292
)Balance at September 30, 2002














---

9

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Note DRelated Party Transactions

In the second quarter of 2001, the Corporation commenced selling products to Dow to simplify the customer interface process. Products are sold to and purchased
from Dow in accordance with the terms of Dow's longstanding intercompany pricing policies. The application of these policies results in products being sold to Dow at market-based prices. The
Corporation procures certain commodities and raw materials through a Dow subsidiary and pays a commission to that Dow subsidiary based on the volume and type of commodities and raw materials
purchased. The commission expense is included in "Sundry income (expense)net" in the consolidated statement of income. Purchases from that Dow subsidiary were approximately
$289 million during the third quarter of 2002 and $801 million for the first nine months of 2002.

Subsequent
to the merger, the Corporation entered into a master services agreement with Dow whereby Dow provides services, including, but not limited to, accounting, legal, treasury
(investments, cash management, risk management, insurance), procurement, human resources, environmental, health and safety, and business management for UCC. Under the master services agreement with
Dow, for general administrative and overhead type services that Dow routinely allocates to various businesses, UCC is charged the cost of those services based on the Corporation's and Dow's relative
manufacturing conversion costs. This arrangement results in a quarterly charge of approximately $5 million (included in "Sundry income (expense)net"). For services that Dow
routinely charges based on effort, UCC is charged the cost of such services on a fully absorbed basis, which includes direct and indirect costs. Additionally, certain Dow employees are contracted to
UCC, and Dow is reimbursed for all direct employment costs of such employees. Management believes the method used for determining expenses charged by Dow is reasonable. Dow provides these services by
leveraging its centralized functional service centers to provide services at a favorable cost that management believes provides an advantage to the Corporation.

As
part of Dow's cash management process, UCC is a party to revolving loans with Dow that have LIBOR-based interest rates with varying maturities. The reduction in noncurrent receivables
from related companies primarily reflects a $483 million repayment of a note receivable associated with the funding of ethylene and polyethylene plants in Canada, owned by Dow Chemical
Canada Inc., in the second quarter of 2002.

The
Corporation declared and paid a dividend of approximately $257 million to its shareholder on April 15, 2002.

In
April 2002, the Corporation sold its ownership interest in a subsidiary in China to a Dow subsidiary also located in China for approximately $20 million. Accordingly,
the consolidated balance sheet at September 30, 2002 does not include the assets and liabilities of the subsidiary, and the consolidated income statement includes the subsidiary's results of
operations from January 1, 2002 through March 31, 2002.

Note EGoodwill and Other Intangible Assets

The Corporation ceased amortizing goodwill upon adoption of SFAS No. 142 (see Note B) on January 1, 2002. Accumulated amortization for
goodwill upon adoption of SFAS No. 142 was $50 million. The following table provides pro forma results for the three and nine months ended September 30, 2001, compared with actual
results for the three and nine months ended September 30, 2002, as if the non-amortization provisions of SFAS No. 142 had been applied in 2001:

|                           |                                                 | Three months ended |      | Nine months ended |  
|-------------------------- | ----------------------------------------------- | ------------------ | ---- | ----------------- | -
|
|Reported net income (loss) |                                                 | $                  | 33.0 |                   | $
|Add back:                  |                                                 |                    |      |                   |  
|                           | Goodwill amortization, net of tax               |                    |      |                  |  
|                           | Equity method goodwill amortization, net of tax |                    |      |                  |  
|                           |                                                 |                    |      |                   |  
|Adjusted net income (loss) |                                                 | $                  | 33.0 |                   | $
|                           |                                                 |                    |      |                   |  

10

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

|                                     |                                    | At September 30, 2002 |   | At December 31, 2001
|------------------------------------ | ---------------------------------- | --------------------- | - | --------------------
|
|Intangible assets with finite lives: |                                    |                       |   |                     
|                                     | Licenses and intellectual property |                       | $ | 36                  
|                                     | Patents                            |                       |   | 5                   
|                                     | Software                           |                       |   | 179                 
|                                     | Other                              |                       |   | 1                   
|                                     |                                    |                       |   |                     
|                                     | Total                              |                       | $ | 221                 
|                                     |                                    |                       |   |                     

Amortization
expense for other intangible assets (not including software) was $1 million in the third quarter of 2002, compared with $0.5 million for the same period last
year. Year to date, amortization expense for other intangible assets (not including software) was $3 million, compared with $4.5 million for the nine months ended September 30,
2001. Amortization expense for software, which is included in cost of sales, totaled $1 million in the third quarter of 2002 and 2001. Year to date, amortization expense for software was
$3 million in 2002 and 2001. Total estimated amortization expense for 2002 and the five succeeding fiscal years is as follows:

In millions

Estimated
Amortization
Expense2002

$
7.52003


7.62004


7.52005


4.42006


1.62007


0.3


Note FCommitments and Contingent Liabilities

Environmental

Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably
estimated, based on current law and existing technologies. The Corporation had accrued obligations of $132 million at September 30, 2002 for environmental matters, including
$30 million for the remediation of Superfund sites. This is management's best estimate of the costs for remediation and restoration with respect to environmental matters for which the
Corporation has accrued liabilities, although the ultimate cost with respect to these particular matters could range up to twice that amount. Inherent uncertainties exist in these estimates primarily
due to unknown conditions, changing governmental regulations and legal standards regarding liability, and evolving technologies for handling site remediation and restoration. It is the opinion of the
Corporation's management that the possibility is remote that costs in excess of those accrued or disclosed will have a material adverse impact on the Corporation's consolidated financial statements.

Litigation

The Corporation and its subsidiaries are involved in a number of legal proceedings and claims with both private and governmental parties. These cover a wide range
of matters, including, but not limited to: product liability;
trade regulation; governmental regulatory proceedings; health, safety and environmental matters; employment; patents; contracts; taxes; and commercial disputes. In some of these legal proceedings and
claims, the cost of remedies that may be sought or damages claimed is substantial.

Separately,
the Corporation is involved in a large number of asbestos-related suits filed, for the most part, in various state courts at various times over the past three decades. These
suits principally allege personal injury resulting from exposure to asbestos-containing products and frequently seek both general and punitive damages, often in very large amounts. The alleged claims
primarily relate to products that UCC sold in the past; alleged

11

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exposure to asbestos-containing products located on UCC's premises; and UCC's responsibility for asbestos suits filed against a divested subsidiaryAmchem Products, Inc.
("Amchem").

Typically,
the Corporation is only one of many named defendants, many of which, including UCC and Amchem, were members of the Center for Claims Resolution ("CCR") which sought to resolve
asbestos cases on behalf of its members. The CCR ceased operating in this manner in February 2001, although it still administers certain settlements. The Corporation then began utilizing
Peterson Asbestos Claims Enterprise, but only for claims processing and insurance invoicing.

The
rate at which plaintiffs file asbestos-related suits against the Corporation and Amchem has been influenced by the bankruptcy filings of numerous defendants in asbestos-related
litigation including several former CCR members. The Corporation expects more asbestos-related suits to be filed against it and Amchem in the future. At this time, the Corporation cannot estimate the
liability that will result from future claims. The Corporation will aggressively defend or reasonably resolve, as appropriate, both pending and future cases. To date, substantially all of the amounts
paid by the Corporation to resolve asbestos-related suits are covered by third-party insurance.

For
pending claims, the Corporation had asbestos-related litigation accruals of $233 million and related insurance recovery receivables of $223 million at
December 31, 2001. At September 30, 2002, the Corporation had asbestos-related litigation accruals of $362 million and related insurance recovery receivables of
$344 million. In addition, at September 30, 2002, the Corporation had other litigation accruals, unrelated to environmental or asbestos litigation, of $25 million and related
insurance recovery receivables of $25 million.

While
it is not possible at this time to determine with certainty the ultimate outcome of any of the legal proceedings and claims referred to in this filing, management believes that
adequate provisions have been made for probable losses with respect to pending claims and proceedings, and that the ultimate outcome of all known and future claims, after provisions for insurance,
will not have a material adverse effect on the consolidated financial position of the Corporation, but could have a material effect on the 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 provided and available insurance, they will be charged to income when
determinable.

Purchase Commitments

The Corporation has purchase agreements including one major agreement in 2001 (two in 2000) for the purchase of ethylene-related products in the United States.
Total purchases under these agreements were $63 million in 2001
and $171 million in 2000. The fixed and determinable portion of obligations under these purchase commitments at December 31, 2001 are presented in the following table:

Fixed and Determinable Portion of Take or Pay and
Throughput Obligations at December 31, 2001 (in millions)2002

$
172003


172004


62005 through expiration of contracts


Total

$
40


Other

The Corporation had additional contingent obligations relating primarily to performance agreements at December 31, 2001 totaling $173 million, of
which $19 million related to guarantees of debt.

12

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Note GInventories

The following table provides a breakdown of inventories at September 30, 2002 and December 31, 2001:

Inventories
In millions

Sept. 30,
2002

Dec. 31,
2001Finished goods

$
220

$
230Work in process


34


33Raw materials


38


38Supplies


70


62Total inventories

$
362

$
363


The
reserves required to adjust inventories from the first-in, first-out ("FIFO") basis to the last-in, first-out ("LIFO") basis amounted to a decrease of $113 million at
September 30, 2002, and a decrease of $198 million at December 31, 2001.

During
the quarter ended June 30, 2001, certain inventory quantities were reduced which resulted in a liquidation of certain LIFO inventory layers carried at lower costs which
prevailed in prior years. The effect of the liquidation was to decrease cost of goods sold by $51 million and increase after-tax earnings by $33 million.

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

Pursuant to General Instruction H of Form 10-Q "Omission of Information by Certain Wholly-Owned Subsidiaries", this section includes only
management's narrative analysis of the results of operations for the three and nine month periods ended September 30, 2002, the most recent periods, compared with the three and nine month
periods ended September 30, 2001, the corresponding periods in the preceding fiscal year.

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

Disclosure Regarding Forward-Looking Information

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

Results of Operations

The Corporation reported net income of $33 million for the third quarter of 2002, compared with a net loss of $12 million for the same quarter of
2001. Year to date net income for 2002 was $127 million, compared with a net loss of $844 million for 2001. The year to date results for 2001 were impacted by a special charge of
$1,262 million ($829 million after tax) related to the Dow merger (see Note C to the Consolidated Financial Statements). The Corporation recorded an additional special charge of
$13 million for employee severance in the third quarter of 2002.

Total
net sales of $1,179 million for the third quarter of 2002 were flat compared with $1,177 million for the third quarter last year. Year to date, total net sales
decreased 22 percent to $3,444 million from $4,409 million for 2001. Year to date results were impacted by a decline in selling prices which more than offset increased volumes.
The decline in net sales this year was also partially attributable to the absence of sales from former wholly owned entities in Europe, Latin America and Canada that were contributed to wholly owned
subsidiaries of Dow on various dates in 2001 in exchange for ownership interests in those subsidiaries. Since the second quarter of 2001, sales to Dow have been replacing trade sales in order to
simplify the customer interface process.

Cost
of sales declined $78 million (7 percent) in the third quarter of 2002 compared with the third quarter last year, primarily due to merger synergies. As a result, gross
margin for the quarter improved to 12.1 percent from 5.3 percent last year. Year to date cost of sales declined $1,080 million (26 percent) in 2002 compared with last year,
which is consistent with the related decrease in sales for 2002, as well as decreases due to merger synergies.

Research
and development expenses declined $6 million in the third quarter of 2002 compared with the same quarter last year and declined $24 million for the first three
quarters of 2002 compared with the first three quarters of 2001. Selling, general and administrative expenses declined $21 million in the third quarter of 2002 compared with the same quarter
last year and declined $101 million for the first nine months of 2002 compared with the first nine months of 2001. These declines are attributable to the realization of cost synergies
associated with the merger.

Equity
in earnings of nonconsolidated affiliates decreased slightly from $19 million in the third quarter of 2001 to $17 million in the third quarter of 2002. Year to date,
equity earnings decreased $23 million compared with the first three quarters of 2001. The decline in year to date 2002 results is primarily due to lower earnings in 2002 compared to 2001 from
EQUATE Petrochemical Company, a Kuwait-based joint venture, and UOP LLC, a joint venture with Honeywell that recorded a restructuring charge in the second quarter of 2002, as well as the absence of
earnings from two former equity companies in Canada (Alberta & Orient Glycol Company Limited and Petromont and Company, Limited Partnership) owned by Dow Chemical Canada Inc. since
October 1, 2001.

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Sundry
income (expense)net includes a variety of income and expense items such as the gain or loss on foreign currency exchange, dividends from investments, commissions,
charges for management services provided by Dow, and gains and losses on sales of investments and assets. Sundry income (expense)net for the third quarter of 2002 was expense of
$16 million, compared with income of $7 million for the third quarter last year. Results for the third quarter of 2001 included a gain of $11 million from the sale of certain
available for sale securities and assets. Year to date, sundry income (expense)net was income of $14 million compared with income of $31 million last year. The year to date
2001 results included a gain of $23 million from the sale of investments.

Interest
income for the third quarter of 2002 increased slightly to $4 million from $3 million in the third quarter of last year. Interest income for the first three
quarters of 2002 increased to $31 million from $7 million in the first three quarters of last year. The year to date increase is primarily due to interest earned on the noncurrent
receivable from related companies which was repaid in the second quarter of 2002.

Interest
expense and amortization of debt discount for the third quarter of 2002 was $33 million compared with $45 million in the third quarter of last year. Year to date,
interest expense and amortization of debt discount decreased to $99 million from $143 million in 2001. This reduction is consistent with the lower debt levels at September 30,
2002 compared with September 30, 2001.

The
effective tax rate for the third quarter of 2002 was 49.2 percent compared with 42.1 percent for the same quarter last year. Year to date, the effective tax rate was
38.7 percent versus 36.2 percent last year.

Asbestos-Related Matters

The Corporation and its subsidiaries are involved in a number of legal proceedings and claims with both private and governmental parties. These cover a wide range
of matters, including, but not limited to: product liability; trade regulation; governmental regulatory proceedings; health, safety and environmental matters; employment; patents; contracts; taxes;
and commercial disputes. In some of these legal proceedings and claims, the cost of remedies that may be sought or damages claimed is substantial.

Separately,
the Corporation is involved in a large number of asbestos-related suits filed, for the most part, in various state courts at various times over the past three decades. These
suits principally allege personal injury resulting from exposure to asbestos-containing products and frequently seek both general and punitive damages, often in very large amounts. The alleged claims
primarily relate to products that UCC sold in the past; alleged exposure to asbestos-containing products located on UCC's premises; and UCC's responsibility for asbestos suits filed against a divested
subsidiaryAmchem Products, Inc. ("Amchem").

Typically,
the Corporation is only one of many named defendants, many of which, including UCC and Amchem, were members of the Center for Claims Resolution ("CCR") which sought to resolve
asbestos cases on behalf of its members. As members of the CCR, the Corporation's and Amchem's strategy was to settle claims as two relatively small (percentage wise) members of the CCR group. The CCR
ceased operating in this manner in February 2001, although it still administers certain settlements. The Corporation then began utilizing Peterson Asbestos Claims Enterprise, but only for
claims processing and insurance invoicing.

The
rate at which plaintiffs file asbestos-related suits against the Corporation and Amchem has been influenced by the bankruptcy filings of numerous defendants in asbestos-related
litigation including several former CCR members. Cases filed against the Corporation and Amchem contain a large percentage of claims that do not allege a particular injury ("Non-Specific
Claims").

Dow
now owns 100 percent of the stock of the Corporation and has been retained to provide its experience in mass tort litigation to manage the Corporation's response to
asbestos-related liability. The Corporation has hired new outside counsel to serve as national trial counsel to aggressively defend or reasonably resolve, as appropriate, both pending and future
cases. The Corporation expects more asbestos-related suits to be filed against it and Amchem in the future. At this time, the Corporation cannot estimate the liability that will result from future
claims. As a consequence of all of the above-stated facts, the Corporation lacks sufficient comparable loss history from which to assess either the number of or the value of future claims. To date,
substantially all of the amounts paid by the Corporation to resolve asbestos-related suits are covered by third-party insurance.

For
pending claims, the Corporation had asbestos-related litigation accruals of $233 million at December 31, 2001 and related insurance recovery receivables of
$223 million. At September 30, 2002, the Corporation had asbestos-related litigation accruals of $362 million and related insurance recovery receivables of $344 million.
The litigation accruals were determined by considering the number of claims pending against the Corporation and

15

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Amchem, taking into account claims administration records indicating the severity of the alleged injury. Because many of the pending claims are Non-Specific Claims, the Corporation has
calculated several probable liability outcomes based on estimates and historic distributions of personal injury claim types and settlement and resolution amounts. The liability estimates at
September 30, 2002 ranged from a low of $351 million to a high of $455 million. Upon review by management, it was determined that the most reasonable estimate was
$362 million, which is within the estimable range. The Corporation's asbestos litigation accrual at September 30, 2002 reflected all claims for which the Corporation had received
notification through the end of the third quarter of 2002, and the use of average resolution values to calculate probable outcomes. The accrual also included settled claims that had not yet been paid.
The number of claims filed in the third quarter of 2002 remained relatively consistent with the number of claims filed in the first and second quarters of 2002, but below the high level of claims
filed in the middle of last year.

The
insurance receivables for asbestos-related liability were determined after a thorough review of applicable insurance policies and the 1985 Wellington Agreement, to which the
Corporation and many of its liability insurers are signatory parties, as well as other insurance settlements, with due consideration given to applicable deductibles, retentions, and policy limits, and
taking into account the solvency and historical payment experience of various insurance carriers. The insurance receivable associated with the most reasonable probable liability outcome for pending
claims is $344 million and has been recorded at September 30, 2002. This resulted in a net income statement impact to the Corporation of $5.0 million for asbestos-related expense
in the third quarter of 2002, bringing the year to date impact to $8.5 million. In all of the probable outcomes for pending claims, sufficient insurance coverage exists to provide a similar
percentage of coverage for the accrued liability. If the maximum probable outcome for pending claims of $455 million were in fact to materialize, the impact would be an additional charge of
$15 million to income, which is not material to the consolidated financial statements. In addition, insurance is available for future claims.

The
amounts recorded for the litigation accrual and related insurance receivable are based upon currently known facts. If the number of claims and the cost to resolve such claims differ
from the current assumptions used by management in arriving at its estimates for the recorded amounts, this may impact management's future assessments of the ultimate outcome of asbestos-related legal
proceedings.

While
it is not possible at this time to determine with certainty the ultimate outcome of any of the legal proceedings and claims referred to in this filing, management believes that
adequate provisions have been made for probable losses with respect to pending claims and proceedings, and that the ultimate outcome of all known and future claims, after provisions for insurance,
will not have a material adverse effect on the consolidated financial position of the Corporation, but could have a material effect on the 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 provided and available insurance, they will be charged to income when
determinable.

OTHER MATTERS

Accounting Changes

See Note B to the Consolidated Financial Statements for a discussion of accounting changes.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires
management to make judgments, assumptions and estimates that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Note A to the Consolidated Financial
Statements in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2001, describes the significant accounting policies and methods used in the
preparation of the Consolidated Financial Statements. Following are some of the Corporation's critical accounting policies impacted by judgments, assumptions and estimates.



16

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17

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

Within the 90 days prior to the date of filing this Quarterly Report on Form 10-Q, the Corporation carried out an evaluation, under the
supervision and with the participation of the Corporation's Disclosure Committee and the Corporation's management, including the President (Chief Executive Officer) and the Treasurer (Chief Financial
Officer), of the effectiveness of the design and operation of the Corporation's disclosure controls and procedures pursuant to Exchange Act Rule 15d-14. Based upon that evaluation,
the President (Chief Executive Officer) and the Treasurer (Chief Financial Officer) concluded that the Corporation's disclosure controls and procedures are effective in timely alerting them to
material information relating to the Corporation (including its consolidated
subsidiaries) required to be included in the Corporation's periodic SEC filings. Subsequent to the date of that evaluation, there have been no significant changes in the Corporation's internal
controls or in other factors that could significantly affect internal controls, nor were any corrective actions required with regard to significant deficiencies and material weaknesses.

18

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PART IIOTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

No material developments in any legal proceedings, including asbestos-related matters, occurred during the third quarter of 2002. For a summary of the history and
current status of legal proceedings, including asbestos-related matters, see Management's Discussion and Analysis of Financial Condition and Results of Operations, Asbestos-Related Matters; and
Note F to the Consolidated Financial Statements.

Environmental Matters

On September 27, 2002, the United States Environmental Protection Agency, Region 6 (the "EPA"), filed an administrative complaint against the Corporation
charging civil fines of $185,458 for certain alleged violations of the Clean Air Act and the Resource Conservation and Recovery Act at its Texas City Operations. The EPA has proposed to settle these
civil fines for $129,818 plus an additional civil fine of $130,753 for other alleged Clean Air Act violations at Texas City Operations that were voluntarily disclosed by the Corporation.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



|Exhibit No. |  | Exhibit Description                                                                                                                             
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|10.23       |  | Amended and Restated Service Agreement, effective as of July 1, 2002, between the Corporation and The Dow Chemical Company.                     
|10.23.1     |  | Service Addendum No. 1 to the Service Agreement, effective as of February 6, 2001, between the Corporation and The Dow Chemical Company.        
|10.23.2     |  | Service Addendum No. 2 to the Service Agreement, effective as of August 1, 2001, between the Corporation and The Dow Chemical Company.          
|10.24       |  | Amended and Restated Sales Promotion Agreement, effective as of September 13, 2002, between the Corporation and The Dow Chemical Company.       
|10.25       |  | Agreement (to Provide Materials and Services), effective as of February 6, 2001, between the Corporation and Dow Hydrocarbons and Resources Inc.
|10.25.1     |  | Amendment to Agreement (to Provide Materials and Services), effective as of January 1, 2002.                                                    
|10.26       |  | Revolving Loan Agreement, effective as of February 6, 2001, between the Corporation and The Dow Chemical Company.                               
|10.26.1     |  | Revolving Loan Amendment No. 1, effective as of July 1, 2002, between the Corporation and The Dow Chemical Company.                             
|99.1        |  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.                                                
|99.2        |  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.                                                



No Current Reports on Form 8-K were filed by the Corporation during the third quarter of 2002.

19

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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: October 30, 2002 |  |                                                             
|                       |  | By:                                                         

20

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Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I,
John R. Dearborn, President (Chief Executive Officer) of Union Carbide Corporation, certify that:

|Date: October 30, 2002 |                                                                        
|---------------------- | -----------------------------------------------------------------------
|                       | /s/JOHN R. DEARBORNJohn R. Dearborn
President (Chief Executive Officer)

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Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I,
Edward W. Rich, Vice President and Treasurer (Chief Financial Officer) of Union Carbide Corporation, certify that:

|Date: October 30, 2002 |                                                                                       
|---------------------- | --------------------------------------------------------------------------------------
|                       | /s/EDWARD W. RICHEdward W. Rich
Vice President and Treasurer (Chief Financial Officer)

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EXHIBIT INDEX

|EXHIBIT NO. |  | DESCRIPTION                                                                                                                                     
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|10.23       |  | Amended and Restated Service Agreement, effective as of July 1, 2002, between the Corporation and The Dow Chemical Company.                     
|10.23.1     |  | Service Addendum No. 1 to the Service Agreement, effective as of February 6, 2001, between the Corporation and The Dow Chemical Company.        
|10.23.2     |  | Service Addendum No. 2 to the Service Agreement, effective as of August 1, 2001, between the Corporation and The Dow Chemical Company.          
|10.24       |  | Amended and Restated Sales Promotion Agreement, effective as of September 13, 2002, between the Corporation and The Dow Chemical Company.       
|10.25       |  | Agreement (to Provide Materials and Services), effective as of February 6, 2001, between the Corporation and Dow Hydrocarbons and Resources Inc.
|10.25.1     |  | Amendment to Agreement (to Provide Materials and Services), effective as of January 1, 2002.                                                    
|10.26       |  | Revolving Loan Agreement, effective as of February 6, 2001, between the Corporation and The Dow Chemical Company.                               
|10.26.1     |  | Revolving Loan Amendment No. 1, effective as of July 1, 2002, between the Corporation and The Dow Chemical Company.                             
|99.1        |  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.                                                
|99.2        |  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.                                                

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