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



(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     For the quarterly period ended March 31, 1999

                                      OR

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


                           Commission File Number 1-1463


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


            New York                                           13-1421730
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)


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


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



             (Former name, former address and former fiscal year,
                        if changed since last report.)


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


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

           Class                                 Outstanding at April 30, 1999
Common Stock, $1 par value                             132,902,290 shares


              Total number of sequentially numbered pages in this filing,
                including exhibits thereto:  25
<PAGE>


                                     INDEX

                                                                         PAGE
PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements of Union Carbide Corporation and
           Subsidiaries

         Condensed Consolidated Statement of Income -
           Quarter Ended March 31, 1999 and 1998.....................      3

         Condensed Consolidated Balance Sheet -
           March 31, 1999 and December 31, 1998......................      4

         Condensed Consolidated Statement of Cash Flows -
           Quarter Ended March 31, 1999 and 1998.....................      5

         Notes to Condensed Consolidated Financial Statements .......    6-11

Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations.......................   12-20

Item 3.  Quantitative and Qualitative Disclosure About Market Risk...   13-14

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings...........................................     21

Item 2.  Changes in Securities and Use of Proceeds...................     21

Item 4.  Submission of Matters to a Vote of Security Holders.........     21

Item 6.  Exhibits and Reports on Form 8-K............................     22

Signature............................................................     23

Exhibit Index........................................................     24

Cautionary statement: All statements in this Quarterly Report on Form 10-Q
that do not reflect historical information are forward-looking statements,
within the meaning of the Private Securities Litigation Reform Act of 1995 (as
amended). Forward-looking statements include statements concerning plans;
objectives; strategies; anticipated future events or performance; sales; cost,
expense and earnings expectations; the Year 2000 issue; interest rate and
currency risk management; the chemical markets in 1999 and beyond; cost
reduction targets; earnings and profitability targets; development, production
and acceptance of new products and process technologies; ongoing and planned
capacity additions and expansions; joint ventures; Management's Discussion &
Analysis; and any other statements that do not reflect historical information.
Such forward-looking statements are subject to risks and uncertainties.
Important factors that could cause actual results to differ materially from
those discussed in such forward-looking statements include the supply/demand
balance for the corporation's products; customer inventory levels; competitive
pricing pressures; feedstock availability and costs; changes in industry
production capacities and operating rates; currency exchange rates; interest
rates; global economic conditions; disruption in transportation facilities;
competitive technology positions; failure by the corporation to achieve
technology objectives, Year 2000 readiness, achieve cost reduction targets or
complete projects on schedule and on budget; and inability to obtain new
customers or retain existing ones.

                                    - 2 -
<PAGE>



                        PART I. FINANCIAL INFORMATION
<TABLE>
                  UNION CARBIDE CORPORATION AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENT OF INCOME
<CAPTION>
                                                         Millions of dollars
                                                    (Except per share figures)
                                                      Quarter ended March 31,
                                                           1999        1998
                                                        (Restated)
<S>                                                      <C>         <C>
NET SALES                                                $ 1,402     $ 1,561

  Cost of sales, exclusive of depreciation and
    amortization                                           1,032       1,161
  Research and development                                    37          37
  Selling, administrative and other expenses(a)               70          84
  Depreciation and amortization                              104          95
  Partnership income                                           6          37
  Other income - net                                          14          11

INCOME BEFORE INTEREST EXPENSE AND PROVISION FOR
  INCOME TAXES                                               179         232
  Interest expense                                            31          27

INCOME BEFORE PROVISION FOR INCOME TAXES                     148         205
  Provision for income taxes                                  38          59

INCOME OF CONSOLIDATED COMPANIES AND PARTNERSHIPS            110         146
  Minority interest                                            1           1
  Loss from corporate investments carried at equity           32           3

INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN
  ACCOUNTING PRINCIPLE                                        77         142
  Cumulative effect of change in accounting principle        (20)          -

NET INCOME                                               $    57     $   142

Earnings per common share
  Basic -
    Income before cumulative effect of change
      in accounting principle                            $  0.57     $  1.03
    Cumulative effect of change in accounting principle    (0.14)          -
    Net income                                              0.43        1.03

  Diluted -
    Income before cumulative effect of change
      in accounting principle                            $  0.56     $  1.01
    Cumulative effect of change in accounting principle    (0.14)          -
    Net income                                              0.42        1.01
Cash dividends declared per common share                 $  0.2250   $  0.2250



(a) Selling, administrative and other expenses include:
      Selling                                            $    23     $    26
      Administrative                                          25          29
      Other expenses                                          22          29
                                                         $    70     $    84
<FN>
The Notes to Condensed Consolidated Financial Statements on Pages 6 through 11
should be read in conjunction with this statement.
</FN>
</TABLE>


                                    - 3 -
<PAGE>



<TABLE>
                 UNION CARBIDE CORPORATION AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED BALANCE SHEET
<CAPTION>
                                                     Millions of dollars
                                                     March 31,  Dec. 31,
                                                       1999       1998
                                                    (Restated)
ASSETS
<S>                                                   <C>        <C>
  Cash and cash equivalents                           $   33     $   49
  Notes and accounts receivable                          997        933
  Inventories                                            571        667
  Other current assets                                   273        257
  Total current assets                                 1,874      1,906

  Property, plant and equipment                        8,509      8,409
  Less: Accumulated depreciation                       4,290      4,228
  Net fixed assets                                     4,219      4,181

  Companies carried at equity                            586        624
  Other investments and advances                         122        141
  Total investments and advances                         708        765

  Other assets                                           491        439

  Total assets                                        $7,292     $7,291


LIABILITIES AND STOCKHOLDERS' EQUITY
  Accounts payable                                    $  216     $  264
  Short-term debt and current portion of
    long-term debt                                       515        426
  Accrued income and other taxes                          61        110
  Other accrued liabilities                              642        670
  Total current liabilities                            1,434      1,470

  Long-term debt                                       1,796      1,796
  Postretirement benefit obligation                      445        450
  Other long-term obligations                            618        602
  Deferred credits                                       535        488
  Minority stockholders' equity in consolidated
    subsidiaries                                          37         36
  Stockholders' equity:
    Common stock - authorized - 500,000,000 shares
                 - issued     - 155,523,242 shares
                     (155,052,017 shares in 1998)        156        155
    Additional paid-in capital                            89         79
    Other equity adjustments                               -         (2)
    Accumulated other comprehensive loss                (157)      (104)
    Retained earnings                                  3,385      3,357
    Unearned employee compensation - ESOP                (55)       (67)
    Treasury stock, at cost-22,863,615 shares
                (22,366,017 shares in 1998)             (991)      (969)
  Total stockholders' equity                           2,427      2,449
  Total liabilities and stockholders' equity          $7,292     $7,291
<FN>
The Notes to Condensed Consolidated Financial Statements on Pages 6 through 11
should be read in conjunction with this statement.
</FN>
</TABLE>

                                    - 4 -

<PAGE>



<TABLE>
                 UNION CARBIDE CORPORATION AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
<CAPTION>
                                                    Millions of dollars
                                                  Quarter ended March 31,
                                                     1999         1998
                                                  Increase (decrease) in
                                                cash and cash equivalents
                                                 (Restated)
OPERATIONS
<S>                                                 <C>          <C>
  Income before cumulative effect of change in
    accounting principle                            $  77        $ 142
  Noncash charges (credits) to net income
    Depreciation and amortization                     104           95
    Deferred income taxes                              39           40
    Equity in (earnings) losses of joint ventures,
      net of cash received                             33           (8)
    Other                                               2           22
  Increase in working capital(a)                     (141)        (148)
  Long-term assets and liabilities                    (13)          (4)
Cash Flow From Operations                             101          139
INVESTING
  Capital expenditures                               (173)        (146)
  Investments, advances and acquisitions              (19)          (5)
  Proceeds from the sale of
    available-for-sale securities                       8            9
  Purchase of available-for-sale securities            (9)         (12)
  Sale of fixed and other assets                       18            3
Cash Flow Used for Investing                         (175)        (151)
FINANCING
  Change in short-term debt (3 months or less)        111           80
  Proceeds from short-term debt                         -            7
  Repayments of short-term debt                        (4)           -
  Proceeds from long-term debt                         37            -
  Repayments of long-term debt                        (52)          (1)
  Issuance of common stock                              9           13
  Purchase of common stock                            (22)         (49)
  Payment of dividends                                (29)         (30)
  Other                                                 9            9
Cash Flow From Financing                               59           29
Effect of exchange rate changes on cash and
  cash equivalents                                     (1)           -
  Change in cash and cash equivalents                 (16)          17
Cash and cash equivalents, beginning-of-period         49           20
Cash and cash equivalents, end-of-period            $  33        $  37

Cash paid for interest and income taxes
  Interest (net of amount capitalized)              $  24        $  18
  Income taxes                                      $   6        $   8


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

(Increase) decrease in current assets
  Notes and accounts receivable                    $ (79)       $ (61)
  Inventories                                         96           (5)
  Other current assets                               (36)           5
Decrease in payables and accruals                   (122)         (87)
Increase in working capital                        $(141)       $(148)


The Notes to Condensed Consolidated Financial Statements on Pages 6 through 11
should be read in conjunction with this statement.
</FN>
</TABLE>

                                    - 5 -

<PAGE>



                    UNION CARBIDE CORPORATION AND SUBSIDIARIES
               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  Consolidated Financial Statements

In the opinion of management, the accompanying unaudited condensed
consolidated financial statements include all adjustments necessary for a fair
statement of the results for the interim periods.  These adjustments consist
of only normal recurring adjustments.  The accompanying statements should be
read in conjunction with the Notes to Financial Statements of Union Carbide
Corporation and Subsidiaries ("the corporation" or "UCC") in the 1998 annual
report to stockholders.

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


2.  Comprehensive Income (Loss)

The following summary presents the components of comprehensive income (loss):
<TABLE>
<CAPTION>
                                                          Quarter Ended
                                                       Mar. 31,   Mar. 31,
Millions of dollars                                      1999       1998
                                                      (Restated)
<S>                                                     <C>        <C>
Net income                                              $  57      $ 142
Other comprehensive income (loss):
  Unrealized gains and losses on available-for-sale
    securities, net of reclassification adjustment,
    net of tax                                              -          6
  Foreign currency translation adjustments                (53)         8

Total Comprehensive Income                              $   4      $ 156
</TABLE>

3. Inventories
<TABLE>
<CAPTION>
                                                       Mar. 31,   Dec. 31,
Millions of dollars                                      1999       1998
<S>                                                     <C>        <C>
Raw materials and supplies                              $ 163      $ 187
Work in process                                            28         41
Finished goods                                            380        439
                                                        $ 571      $ 667
</TABLE>
                                    - 6 -

<PAGE>




4.  Business and Geographic Segment Information

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

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

<TABLE>
<CAPTION>
                                    S&I       BC&P      Other      Total
Millions of dollars
for the three months ended
<S>                                <C>         <C>         <C>     <C>
March 31, 1999
  Net sales                        $1,034      $368        $ -     $1,402
  Intersegment revenues                 -        53          -         53
  Segment revenues                  1,034       421          -      1,455
  Depreciation and amortization        63        41          -        104
  Partnership income                    4         2          -          6
  Operating profit (loss)-Restated    208       (33)         4        179
  Interest expense                      -         -         31         31
  Income (loss) from corporate
    investments carried at equity       4       (36)         -        (32)


March 31, 1998
  Net sales                        $1,120      $441        $ -     $1,561
  Intersegment revenues                 -        77          -         77
  Segment revenues                  1,120       518          -      1,638
  Depreciation and amortization        60        35          -         95
  Partnership income                   37         -          -         37
  Operating profit (loss)             202        36         (6)       232
  Interest expense                      -         -         27         27
  Income (loss) from corporate
    investments carried at equity       3        (6)         -         (3)
</TABLE>
                                    - 7 -

<PAGE>



5.  Earnings Per Share

<TABLE>
<CAPTION>
                                                        Quarter Ended
Millions of dollars,                                 Mar. 31,     Mar. 31,
   except per share amounts                            1999         1998
                                                    (Restated)
<S>                                                     <C>          <C>
Basic -
  Income before cumulative effect of change
    in accounting principle                             $  77        $ 142
  Cumulative effect of change in accounting
    principle                                             (20)           -
  Net income                                            $  57        $ 142

  Weighted average number of shares
    outstanding for basic calculation             132,848,490  136,875,966

  Earnings per share -
    Income before cumulative effect of change
      in accounting principle                           $0.57        $1.03
    Cumulative effect of change in accounting
      principle                                         (0.14)           -
    Net income                                           0.43         1.03


Diluted -
  Income before cumulative effect of change
    in accounting principle                             $  77        $ 142
  Cumulative effect of change in accounting
    principle                                             (20)           -
  Net income                                            $  57        $ 142

  Weighted average number of shares
    outstanding for basic calculation             132,848,490  136,875,966
      Add: Effect of stock options                  2,861,529    3,534,250
  Weighted average number of shares
    outstanding for diluted calculation           135,710,019  140,410,216

  Earnings per share -
    Income before cumulative effect of change
      in accounting principle                           $0.56        $1.01
    Cumulative effect of change in accounting
      principle                                         (0.14)           -
    Net income                                           0.42         1.01
</TABLE>

6.  Common Stock

Since inception of its repurchase authorization in 1993 through March 31,
1999, the corporation has repurchased 55.9 million shares (0.5 million during
the first quarter of 1999) out of a total authorization of 60 million shares,
at an average effective price of $35.89 per share.  The corporation will
continue to acquire additional shares from time to time at prevailing market
prices, at a rate consistent with the combination of corporate cash flow and
market conditions.

                                    - 8 -

<PAGE>



In conjunction with the corporation's common stock buyback program put options
were sold in a series of private placements, all of which were either
exercised or expired unexercised prior to December 31, 1997.  Premiums
received were recorded as Additional paid-in capital and reduced the average
price of repurchased shares from $36.13 per share to $35.89 per share, since
inception of the program.


7.  Commitments and Contingencies

The corporation has entered into three major agreements for the purchase of
ethylene-related products and three other purchase agreements in the U.S. and
Canada.  The net present value of the fixed and determinable portion of these
obligations at March 31, 1999 totaled $250 million.

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

At March 31, 1999, the corporation had established environmental remediation
accruals in the amount of $210 million.  These accruals have two components,
estimated future expenditures for site investigation and cleanup and estimated
future expenditures for closure and postclosure activities.  In addition, the
corporation had environmental loss contingencies of $118 million.

The corporation has sole responsibility for the remediation of approximately
40 percent of its environmental sites.  These sites are well advanced in the
investigation and cleanup stage.  The corporation's environmental accruals at
March 31, 1999 included $160 million for these sites, of which $63 million was
for estimated future expenditures for site investigation and cleanup and
$97 million was for estimated future expenditures for closure and postclosure
activities.  In addition, $63 million of the corporation's environmental loss
contingencies related to these sites.  The two sites with the largest total
potential cost to the corporation are nonoperating sites.  Of the above
accruals, these sites accounted for $37 million, of which $18 million was for
estimated future expenditures for site investigation and cleanup and $19
million was for estimated future expenditures for closure and postclosure
activities.  In addition, $44 million of the above environmental loss
contingencies related to these sites.

                                    - 9 -

<PAGE>



The corporation does not have sole responsibility at the remainder of its
environmental sites.  All of these sites are in the investigation and cleanup
stage.  The corporation's environmental accruals at March 31, 1999 included
$50 million for estimated future expenditures for site investigation and
cleanup at these sites.  In addition, $55 million of the corporation's
environmental loss contingencies related to these sites.  The largest of these
sites is also a nonoperating site.  Of the above accruals, this site accounted
for $6 million for estimated future expenditures for site investigation and
cleanup.  In addition, $7 million of the above environmental loss
contingencies related to this site.

In 1998, worldwide expenses related to environmental protection for compliance
with Federal, state and local laws regulating solid and hazardous wastes and
discharge of materials to air and water, as well as for waste site remedial
activities, totaled $91 million.  Expenses in 1997 and 1996 were $100 million
and $110 million, respectively.  While estimates of the costs of environmental
protection for 1999 are necessarily imprecise, the corporation estimates that
the level of these expenses will be at a level comparable to the average of
the last three years.

The corporation has severally guaranteed 45 percent (approximately
$563 million at March 31, 1999) of EQUATE Petrochemical Company's debt and
working capital financing needs until certain completion and financial tests
are achieved.  If these tests are met, a $54 million several guarantee will
provide ongoing support thereafter.  The corporation also severally guaranteed
certain sales volume targets until EQUATE's sales capabilities are proved.  In
addition, the corporation has pledged its shares in EQUATE as security for
EQUATE's debt.  The corporation has political risk insurance coverage for its
equity investment and, through March 31, 2001, substantially all of its
guarantee of EQUATE's debt.

The corporation had additional contingent obligations at March 31, 1999 of
$86 million, of which $54 million related to guarantees of debt.

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

The corporation has recorded nonenvironmental litigation accruals of
$138 million, and related insurance recovery receivables of $122 million.  At
March 31, 1999, the corporation had nonenvironmental litigation loss
contingencies of $65 million.

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

                                    - 10 -

<PAGE>




8.  Accounting Changes

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

Also effective January 1, 1999, the corporation prospectively adopted the
provisions of the AICPA's SOP 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use."  The effect of this adoption
was not material to the corporation's results of operations or financial
condition in the quarter of adoption and is not expected to be material to the
corporation's results of operations or financial condition in the year of
adoption.

In 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("Statement") No. 133, "Accounting for
Derivative Instruments and Hedging Activities."  It requires that an entity
recognize all derivative instruments as either assets or liabilities in the
statement of financial position and measure those instruments at fair value.
This Statement is effective for all fiscal quarters of fiscal years beginning
after June 15, 1999.  The corporation is currently evaluating the effect this
Statement will have on its financial position and results of operations in the
period of adoption.  The corporation may consider early adoption of this
Statement.


9.  Subsequent Events

a)  The corporation identified an overstatement of previously reported cost
    of sales which resulted in an understatement of earnings in the first
    quarter of 1999.  The overstatement was the result of human error
    associated with a work process change in conjunction with the company's
    enterprise-wide information systems implementation.  The financial
    information included in this Form 10-Q/A has been restated as follows to
    reflect such adjustments.

<TABLE>
                                                Quarter Ended March 31, 1999
                                                  As Reported    As Restated
<CAPTION>
Millions of dollars,
except per share amounts
<S>                                                 <C>            <C>
Cost of sales, exclusive of depreciation
   and amortization                                 $1,042         $1,032

Provision for income taxes                              34             38

Income before cumulative effect of change
  in accounting principle                               71             77

Net income                                              51             57

Earnings per common share:
   Basic -
    Income before cumulative effect of
      change in accounting principle                $ 0.53         $ 0.57
    Net income                                        0.39           0.43

   Diluted -
    Income before cumulative effect of
      change in accounting principle                $ 0.52         $ 0.56
    Net income                                        0.38           0.42

Segment Data
    Operating profit (loss) -
       -  Specialties & Intermediates               $  203         $  208
       -  Basic Chemicals & Polymers                   (38)           (33)

                                                            As of
                                                        March 31, 1999
                                                  As Reported    As Restated
Balance Sheet Data
    Accounts payable                                $  226         $  216
    Accrued income and other taxes                      57             61
    Retained earnings                                3,379          3,385
    Total stockholders' equity                       2,421          2,427

</TABLE>

b)  In April 1999, the corporation issued $250 million of 6.70 percent Public
    Notes due April 2009.  The Notes pay interest semi-annually in April and
    October of each year.

                                    - 11 -

<PAGE>


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


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

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


Amendment of Form 10-Q

The corporation identified an overstatement of previously reported cost of
sales which resulted in an understatement of earnings in the first quarter
of 1999.  The overstatement was the result of human error associated with a
work process change in conjunction with the company's enterprise-wide
information systems implementation.  The financial information included in this
Form 10-Q/A has been restated to reflect such adjustments.  For the effects of
the restatement on income statement data, segment data and balance sheet
data see footnote 9(a) on page 11 of this report on Form 10-Q/A.



Summary

The corporation reported first quarter 1999 net income of $57 million, or
$0.42 per diluted share ($0.43 per basic share) after the cumulative effect of
a change in accounting principle of $20 million or $0.14 per diluted share
($0.14 per basic share).  For the corresponding quarter in 1998 the
corporation reported net income of $142 million, or $1.01 per diluted share
($1.03 per basic share).

Consolidated sales declined 10.2 percent from $1,561 million for the first
quarter of 1998 to $1,402 million for the same quarter of 1999.  This decline
is the result of an 18.4 percent decline in average selling prices partially
offset by a 10.2 percent increase in volume.  Average customer selling prices
for products in the BC&P segment reflected the dramatic decline in pricing
which the chemical industry experienced during 1998. Further selling price
declines from the end of 1998 through the first quarter of 1999 were less
substantial.  Additionally, declines in average selling prices of products in
the S&I segment throughout 1998, which were due in part to weakness in Asian
markets, continued through the first quarter of 1999.  Volume increases
occurred in both of the corporation's segments with the majority of the
increase attributable to the BC&P segment.  The increase in BC&P's volume
reflected increased demand, new capacity and the absence of the transportation
delays in the U.S. Gulf Coast which occurred during the first quarter of 1998.

The corporation's unit variable margin (revenues less variable manufacturing
and distribution costs divided by customer volume) declined from 18.6 cents
per pound in the first quarter of 1998 to 16.2 cents per pound in the first
quarter of 1999, largely due to falling selling prices for products of the
BC&P segment.

                                    - 12 -

<PAGE>



Fixed cost per pound of products sold (fixed manufacturing and distribution
costs, plus research and development and selling, administrative and other
expenses, divided by customer volume) declined to 9.9 cents for the first
quarter of 1999 from 11.2 cents for the same quarter in 1998, primarily due to
higher volumes and slightly lower fixed costs in the current period.

Partnership income decreased $31 million to $6 million in the first quarter of
1999, compared with the same quarter in 1998, principally the result of a
decline in earnings of UOP LLC, which has been significantly affected by
depressed economic conditions in Asia, Russia and the Middle East.  Loss from
corporate investments carried at equity increased from $3 million in the first
quarter of 1998 to $32 million in the same quarter of 1999, principally the
result of declining worldwide basic chemical and polymer selling prices,
particularly in Asia and Europe, for the comparable periods.

Interest expense increased $4 million for the first three months of 1999
compared to the same three months in 1998, as the result of an increase in
long-term debt coupled with a decrease in capitalized interest associated with
capital projects completed during the second half of 1998.

For the quarter ended March 31, 1999, the corporation's tax rate was 25.7
percent, a decline of approximately 3 percentage points from the same quarter
of 1998, principally reflecting the expected effect of a higher percentage of
research and experimentation and foreign sales corporation tax credits in
1999.


Corporate Matters

Interest Rate and Currency Risk Management

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

At March 31, 1999, the corporation held open foreign currency forward
contracts and purchased options with net notional amounts of $394 million and
an unrecognized net gain of $1.2 million.

The corporation used sensitivity analysis to evaluate the potential effect of
movements in foreign currency exchange rates and interest rates on the
condensed consolidated financial statements.  Based on this analysis, a
hypothetical 10 percent weakening in the U.S. dollar across all currencies
would have resulted in an $11 million net gain at March 31, 1999.
Alternatively, a hypothetical 10 percent strengthening in the U.S. dollar
across all currencies would have resulted in a $5 million net gain at March
31, 1999.  These types of gains and losses would generally be offset by
fluctuations in underlying currency transactions.

The corporation's long-term debt totaled $1,797 million at March 31, 1999, of
which $125 million was variable-rate debt.  At that date, a hypothetical
10 percent increase or decrease in market interest rates would not have
materially affected interest expense or cash flows related to variable-rate
debt.  A 10 percent increase in market interest rates would have decreased the
net fair market value of fixed-rate debt instruments by $93 million at March
31, 1999, and a 10 percent decrease in market interest rates would have

                                    - 13 -

<PAGE>



increased the net fair market value of fixed-rate debt instruments by
$108 million at March 31, 1999.


Outlook  - Corporate

Looking ahead, the corporation anticipates results will be affected in the
second quarter by recently announced increases in the purchase price of raw
materials.  It is uncertain whether the corporation will be able to raise
selling prices to offset the effects of these increases.  Customer volume is
expected to remain at approximate first quarter levels despite a scheduled
shutdown of the olefins unit at the corporation's Taft, La. plant, to repair
equipment purchased as part of the plant turnaround in late 1998.  It is
likely that licensing income will decrease from the strong results recorded in
the first quarter and Partnership income will remain weak until economies in
Asia, Russia and the Middle East strengthen. Losses from corporate investments
carried at equity are anticipated to decrease as improvements are expected in
the earnings of Polimeri Europa.  The corporation anticipates that EQUATE's
losses will approximate first quarter amounts, despite a shutdown of its
olefins unit in April to repair parts and equipment under warranty.

The corporation regularly reviews its assets with the objective of maximizing
the deployment of resources in core operations.  In this regard, UCC continues
to consider strategies and/or transactions with respect to certain noncore
assets and other assets not essential to the operation of the business that,
if implemented, could result in material nonrecurring gains or losses.

Specialties and Intermediates
<TABLE>
<CAPTION>
                                                          Quarter Ended
Millions of dollars,                                   Mar. 31,   Mar. 31,
except as indicated                                      1999       1998
<S>                                                     <C>        <C>
Segment revenues                                        $1,034     $1,120
Depreciation and amortization                               63         60
Partnership income                                           4         37
Operating profit                                           208        202
Income from corporate investments carried at equity          4          3
Unit variable margin (cents/pound)                        26.0       24.2
Fixed cost per pound of products sold (cents/pound)       14.1       14.4
Capital expenditures                                        69         90
</TABLE>

Segment revenues of the S&I segment declined 7.7 percent for the quarter ended
March 31, 1999 compared to the same quarter in 1998, the result of a
9.9 percent decline in average selling prices partially offset by a
2.3 percent increase in volume, for the comparable quarters.  Average selling
prices, which progressively declined during 1998 and continued through the
first quarter of 1999, reflected worldwide competitive pricing pressure,
particularly on sales in weakening Asian markets.  Seasonal demand for volume
in certain of the S&I businesses, principally deicers, accounted for a
majority of the increase in volume from the first quarter of 1998 to the first
quarter of 1999.

Unit variable margin increased over the same quarter in 1998 reflecting an
increase in sales of products with higher variable margins as well as a
reduction in raw material costs.  Fixed cost per pound of products sold
declined slightly from the first quarter of 1998.

                                    - 14 -

<PAGE>



Increases in depreciation and amortization represent additional depreciation
on capital projects completed during the second half of 1998.

The decline in Partnership income is primarily attributable to unfavorable
market conditions in Asia, Russia and the Middle East, which have affected the
corporation's UOP joint venture.

Outlook - Specialties & Intermediates

Operating profit in the second quarter is expected to reflect the continued
weak pricing seen in the first quarter, particularly for products sold in
Asia, coupled with a decline in licensing income from strong first quarter
results.  Increases in this segment's raw material and energy costs may cause
declines in unit variable margins while volume is anticipated to remain at
first quarter levels.


Basic Chemicals & Polymers
<TABLE>
<CAPTION>
                                                          Quarter Ended
Millions of dollars,                                   Mar. 31,   Mar. 31,
except as indicated                                      1999       1998
<S>                                                     <C>        <C>
Segment revenues                                        $  421     $  518
Depreciation and amortization                               41         35
Partnership income                                           2          -
Operating profit (loss)                                    (33)        36
Income (loss) from corporate investments
  carried at equity                                        (36)        (6)
Unit variable margin (cents/pound)                         5.6       11.3
Fixed cost per pound of products sold (cents/pound)        5.2        7.1
Capital expenditures                                       104         56
</TABLE>

Segment revenues of the BC&P segment, in the first quarter of 1999, declined
18.7 percent as compared to the same period in 1998, the result of a 30.7
percent decline in average customer selling prices partially offset by a
20.4 percent increase in customer volume.  Average customer selling prices,
which declined steadily throughout 1998, leveled off in the first quarter of
1999.  Volume increases are principally attributable to increased demand, new
capacity and the absence of transportation delays in the U.S. Gulf Coast,
which occurred during the early part of 1998.

Unit variable margin declined as average customer selling prices fell at a far
faster rate than did the cost of raw materials.  The reduction in fixed cost
per pound of products sold was the result of volume increases and some decline
in fixed costs from the prior year's first quarter level.

Partnership income increased minimally over the same quarter in 1998 while the
Loss from corporate investments carried at equity increased $30 million in the
first quarter of 1999.  The increase in Loss from corporate investments
carried at equity resulted from the continuing decline in worldwide average
basic chemical and polymer selling prices, particularly in Asia and Europe.

                                    - 15 -

<PAGE>



Outlook - Basic Chemicals & Polymers

Through mid-May 1999, the corporation has experienced a significant increase
in raw material costs from first quarter levels.  The corporation is uncertain
whether all of these cost increases can be recovered through an increase in
selling prices.  Volume is expected to remain at approximate first quarter
levels despite a scheduled seven-week shutdown of the olefins unit in Taft,
La. to repair equipment purchased as part of the plant turnaround in the
second half of 1998.  Partnership income should remain stable while Loss from
corporate investments carried at equity is expected to decline due to
improvements in Polimeri Europa's earnings.  The corporation anticipates that
EQUATE's losses will approximate first quarter amounts despite a plant
shutdown during April to repair parts and equipment under warranty.

Environmental

Estimates of future expenses related to environmental protection for
compliance with Federal, state and local laws regulating solid and hazardous
wastes and discharge of materials to air and water, as well as for waste site
remedial activities, have not changed materially since December 31, 1998.  The
reliability and precision of the loss estimates are affected by numerous
factors, such as different stages of site evaluation, the allocation of
responsibility among potentially responsible parties and the assertion of
additional claims.  The corporation's environmental exposures are discussed in
more detail in the "Commitments and Contingencies" footnote to the financial
statements on pages 9 and 10 of this report on Form 10-Q.

Accounting Changes

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

Also effective January 1, 1999, the corporation prospectively adopted the
provisions of the AICPA's SOP 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use."  The effect of this adoption
was not material to the corporation's results of operations or financial
condition in the quarter of adoption and is not expected to be material to the
corporation's results of operations or financial condition in the year of
adoption.

In 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("Statement") No. 133, "Accounting for
Derivative Instruments and Hedging Activities."  It requires that an entity
recognize all derivative instruments as either assets or liabilities in the
statement of financial position and measure those instruments at fair value.
This Statement is effective for all fiscal quarters of fiscal years beginning
after June 15, 1999.  The corporation is currently evaluating the effect this
Statement will have on its financial position and results of operations in the
period of adoption.  The corporation may consider early adoption of this
Statement.

                                    - 16 -

<PAGE>



Year 2000 Readiness Disclosure

Overview

The corporation has a comprehensive program to address its systems that may be
affected by the Year 2000 problem, including hardware and software, and to
assess the readiness of its customers and suppliers. An inventory of potential
problems and a prioritization of remedial work is complete. Year 2000
readiness remains one of the corporation's top priorities for 1999.
Remediation efforts and discussions with entities outside the corporation
whose Year 2000 readiness could impact Union Carbide are continuing.

Internal Activities

Since 1995, the corporation has been working to ready its internal operations
and has expended significant funds to replace most of its U.S. office
information systems with an integrated, advanced system supported by Systems
Applications and Products ("SAP") software. This SAP project, implemented
during 1998, made Year 2000 ready the corporation's internal finance, plant
operation and supply chain computer systems.  Additionally, in 1998 a total
upgrade of the principal integrated business software application used outside
of North America was completed and made that system Year 2000 ready.

At the completion of 1999, all of the corporation's business information
systems are expected to be Year 2000 ready.

Other systems and equipment, scheduled for implementation, remediation,
completion or replacement during the second half of 1999 include:

-  Commercial computer systems in Human Resources; Health, Safety and
   Environment; Engineering; Research and Development; and other functional
   areas.

-  Process control systems, logic controllers, process and laboratory
   analyzers, embedded devices, and other business systems including office
   and medical equipment, building/site systems and applications providing
   environmental compliance reporting. Remediation in major manufacturing
   units will be coordinated with planned major maintenance shutdowns.
   Remediation has already been accomplished at the corporation's Texas City,
   Tex. and Taft, La. hydrocarbons units.

-  International computer infrastructure. Remediation of international
   commercial applications began in 1997 and was essentially completed during
   the fourth quarter of 1998. Small applications remediation and
   international infrastructure will be completed during 1999.

-  Domestic infrastructure upgrades to our Electronic Data Interchange system,
   desktop computers and servers

-  Selected subsidiaries and Canadian operations.

                                    - 17 -

<PAGE>




   Addressing these areas is a major effort being tackled by more then 300
   employees around the world.

External Groups

The corporation is reviewing its external relationships to address potential
Year 2000 impacts arising from interfaces with customers, suppliers and
service providers with whom the corporation has a significant relationship, as
well as the corporation's joint ventures.

The corporation continues to communicate with its most significant suppliers
and customers to assess their ability to meet their sales and purchasing
obligations, as well as with its joint ventures to assess their readiness for
the Year 2000.

The corporation has assessed its 500 most critical suppliers as to their Year
2000 readiness.  More than 90 percent of these critical suppliers have
comprehensive Year 2000 programs and appear to be making progress.  The
corporation is closely monitoring the progress of the other ten percent.
Additionally, the corporation is continually assessing approximately 1,000
vendors supplying other products, such as office equipment, to assess their
Year 2000 readiness.

In North America, the corporation has answered in writing approximately 2,400
inquiries sent by our customers.  The corporation has responded to another
800 customer inquiries outside North America.  The corporation is in the
process of assessing its 500 most critical domestic customers as to their
Year 2000 readiness, and a similar program is in place overseas.  The
corporation's Year 2000 efforts relative to customers and suppliers will
continue into the Year 2000.

Expenditures

Costs for project work are expected to range between $40 and $50 million with
potential contingencies raising the overall funding to between $50 and $60
million.  Additionally, internal personnel costs are expected to range between
$30 and $40 million. All costs are expected to be funded through operations of
the corporation. As of March 31, 1999, approximately $18 million and $19
million had been incurred for costs of project work and internal personnel,
respectively.  Approximately 75 percent of the planned external costs are
expected to relate to repairing or upgrading current systems and 25 percent to
replacement of existing hardware and software.  These estimates do not include
costs associated with the replacement of most of the corporation's U.S.
computer systems with SAP, the environmental reporting project, international
information technology infrastructure, or Year 2000 issues which the
corporation's joint ventures may incur all of which are being implemented
independently of the corporation's Year 2000 project.  It is anticipated that
the corporation's share of the internal and external cost to address Year 2000
issues incurred by its joint ventures will range between $10 and $15 million.

                                    - 18 -

<PAGE>




Risks and Contingency Plan

Failure to sufficiently remediate the Year 2000 problem in a timely fashion
poses substantial risks for the corporation. Reasonable worst-case scenarios
include, but are not limited to, manufacturing system malfunctions including
shutdowns and failure in the supply chain. The full extent of these risk
scenarios is uncertain at this time and will be better defined as 1999
progresses.

The process for contingency planning was initiated in the first quarter, and
plans should be in place, as necessary, by the end of the third quarter.
Contingency plans will include, but not be limited to, consideration of
alternative sources of supply, customer communications and plant and business
response plans.

The corporation plans to complete its Year 2000 project prior to the new year.
However, considerable work remains to be accomplished, and unforeseen
difficulties may arise that could adversely affect the corporation's ability
to complete systems modifications correctly, on time and/or within cost
estimates. In addition, there can be no assurance that customers, suppliers
and service providers on whom the corporation relies, as well as the
corporation's joint ventures, will resolve their Year 2000 issues accurately,
thoroughly and on time.  Failure by the corporation or failure by the
corporation's customers, suppliers, service providers or joint ventures to
complete the Year 2000 project by the new year could have a material adverse
effect on future operating results and financial condition of the corporation.

Financial Condition - March 31, 1999

Cash flow from operations for the first quarter of 1999 was $101 million, a
decrease of $38 million from the first quarter of 1998, principally the result
of a decrease in income before the cumulative effect of change in accounting
principle, partially offset by an increase in noncash charges.  The increase
in noncash charges is mainly attributable to increases in joint venture losses
and depreciation and amortization.

Cash flow used for investing totaled $175 million, an increase from
$151 million in the comparable period of 1998, principally due to increased
capital expenditures and investments, advances and acquisitions, partially
offset by sales of fixed and other assets.  Funding of major capital projects
in the first quarter of 1999 included a new olefins facility, being built
jointly with NOVA Chemicals Corporation, and a polyolefins project, both in
Canada.  Funding of major capital projects in the first quarter of 1998
included work on an olefins expansion, a new butanol unit and a new CARBOWAX
polyethylene glycol and TERGITOL surfactants facility, all at Taft, La.; the
new olefins facility and polyolefins project, both in Canada; an ethylene
oxide/glycol expansion at Wilton, U.K., and the upgrade of information
technology infrastructure.

Cash flow from financing was $59 million for the first quarter of 1999, as
compared with $29 million for the first quarter of 1998.  The first quarter of
1999 included common stock repurchases of 0.5 million shares for cash of
$22 million under the existing common stock repurchase program.  The
corporation intends to acquire additional shares from time to time at
prevailing market rates, at a rate consistent with the combination of
corporate cash flow and market conditions.  For the first quarter of 1999,

                                    - 19 -

<PAGE>


cash dividends totaled $29 million, while net cash borrowings were
$92 million.

In April 1999, the corporation issued $250 million of 6.70 percent Public
Notes due April 2009.  The Notes pay interest semi-annually in April and
October of each year.

In April 1998, the corporation and Petroliam Nasional Berhad ("PETRONAS"), the
national oil company of Malaysia, agreed to form three joint venture companies
(the OPTIMAL Group) that will build and operate a 600,000 metric-tons-per-year
ethylene plant, a 385,000 metric-tons-per-year ethylene oxide/glycol plant and
a multiple specialties & intermediates derivatives plant in Kerteh,
Terengganu, Malaysia.  The joint ventures' primary marketing focus will be in
Southeast Asia.  The corporation anticipates funding its approximate
$500 million share of the cost of the complex through its 2001 planned startup
date with internally generated funds and external debt.  At March 31, 1999,
the corporation had invested approximately $40 million, and was firmly
committed to an additional $31 million.

The corporation's ratio of debt to total capital was 48.4 percent at March 31,
1999 as compared to 47.2 percent at December 31, 1998.  At March 31, 1999
there were no borrowings outstanding under the existing major bank credit
agreement aggregating $1 billion.

                                    - 20 -

<PAGE>



                         PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

         See Note 7 to the corporation's consolidated financial statements
         on pages 9 and 10 of this report on Form 10-Q/A.

Item 2.  Changes in Securities and Use of Proceeds

         (c)  On January 27, 1999, the corporation issued 647 shares of Union
              Carbide Corporation common stock to a participant under the
              Union Carbide Non-Employee Directors' Compensation Deferral
              Plan pursuant to the terms of the plan in reliance on Section
              4(2) of the Securities Act of 1933.

Item 4.  Submission of Matters to a Vote of Security Holders

         Annual Meeting - April 28, 1999

         (b)  Election of Directors
              Proxies for the meeting were solicited pursuant to
              Regulation 14A.  There was no solicitation in opposition to
              management's nominees as listed in the proxy statement.
              All of the management's nominees as listed in the proxy
              statement were elected.

         (c)  Matters voted upon.

              Election of Directors             Shares Voted
                 Directors             Shares For      Shares Withheld

              C. Fred Fetterolf       113,884,739            2,355,900
              Rainer E. Gut           114,287,356            1,953,283
              Vernon E. Jordan, Jr.   108,366,052            7,874,587
              William H. Joyce        112,865,970            3,374,669
              Robert D. Kennedy       113,385,657            2,854,982
              Ronald L. Kuehn, Jr.    114,043,319            2,197,320
              Rozanne L. Ridgway      113,897,734            2,342,905
              James M. Ringler        114,247,031            1,993,608
              Paul J. Wilhelm         114,157,673            2,082,966

              Proposal to Ratify the Appointment of Auditors

              Shareholders ratified the appointment of KPMG LLP to conduct
              the annual audit of the financial statements of the corporation
              and its consolidated subsidiary companies for the year ending
              December 31, 1999.

              The vote was:

              FOR - 113,439,283 shares or 99.07 percent of the shares voted.

              AGAINST - 1,061,789 shares or 0.93 percent of the shares voted.

              ABSTAIN - 1,739,567 shares.

                                    - 21 -

<PAGE>


              Stockholder Proposal Regarding the Shareholder Rights Plan

              Shareholders voted in favor of a shareholder proposal to add a
              bylaw to the bylaws of the corporation regarding Shareholder
              Rights Plans.

              The vote was:

              FOR - 45,527,009 shares or 51.96 percent of the shares voted.

              AGAINST - 42,095,296 shares or 48.04 percent of the shares voted.

              ABSTAIN - 2,526,442 shares.

              BROKER NON-VOTES - 26,091,892 shares.


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

              The following exhibits are filed as part of this report:

                  27  -  Amended Financial Data Schedule.

         (b)  The corporation filed the following reports on Form 8-K for the
              three months ended March 31, 1999:

              1. Form 8-K dated January 25, 1999, contained the corporation's
                 Computation of Ratio of Earnings to Fixed Charges for the
                 nine months ended September 30, 1998 and the corporation's
                 press release dated January 25, 1999.

              2. Form 8-K dated March 16, 1999, contained the corporation's
                 press release dated March 16, 1999.

                                    - 22 -

<PAGE>









                                 SIGNATURE



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


                                                 UNION CARBIDE CORPORATION
                                                       (Registrant)




Date:  October 25, 1999                          By:  /s/ John K. Wulff
                                                      JOHN K. WULFF
                                                      Vice-President, Chief
                                                      Financial Officer and
                                                      Controller

                                    - 23 -

<PAGE>



                                EXHIBIT INDEX



Exhibit                                                                  Page
  No.                             Exhibit                                 No.

 3.2        See Proposal 3 of the corporation's proxy statement
            for the annual meeting of stockholders held on April 28,
            1999 regarding a shareholder proposal to add a bylaw to
            the bylaws of the corporation regarding Shareholder
            Rights Plans approved by the shareholders at the annual
            meeting held on April 28, 1999.  Such Proposal 3 is
            incorporated by reference herein.

  27        Amended Financial Data Schedule                                25

                                    - 24 -

<PAGE>