EXHIBIT 4-2



                                DEED OF COVENANT

THIS DEED OF COVENANT is made on 16th June, 2000 by each of Ciba Specialty
Chemicals Corporation, Ciba Specialty Chemicals PLC and Ciba
Spezialitatenchemie Holding Deutschland GmbH (each an "Issuer") in favour of
the account holders of Clearstream Banking, societe anonyme ("Clearstream,
Luxembourg") and Morgan Guaranty Trust Company of New York, Brussels Office,
as operator of the Euroclear System, or any successor to the business
thereof or any other additional clearing system or systems as are specified
in the Pricing Supplement relating to any Note (as defined below) (each a
"Clearing System").

WHEREAS:

(A)  Each Issuer has entered into an amended and restated Program Agreement
     (the "Program Agreement", which expression includes the same as it may
     be amended or supplemented from time to time) dated 16th June, 2000
     with Ciba Specialty Chemicals Holding Inc. (the "Guarantor") and the
     Dealers named therein under which the relevant Issuer proposes from
     time to time to issue Euro Medium Term Notes (the "Notes"), which
     amends and restates the amended and restated program agreement dated
     9th July, 1999 with Ciba Specialty Chemicals Corporation, Ciba
     Specialty Chemicals PLC, Ciba Spezialitatenchemie Holdings Deutschland
     GmbH, Ciba Specialty Chemicals Investment Ltd., the Guarantor and the
     Dealers named therein (the "Principal Program Agreement").

(B)  The Notes will initially be represented by, and comprised in, Temporary
     Global Notes (the "Temporary Global Notes") and thereafter may be
     represented by, and comprised in, Permanent Global Notes (the "Permanent
     Global Notes" and together with the Temporary Global Notes, the "Global
     Notes"), such Global Notes representing a certain number of underlying
     Notes (the "Underlying Notes").

(C)  Each Global Note will, after issue, be deposited with a common
     depository for one or more Clearing Systems (each such Clearing System
     or all such Clearing Systems together, the "Relevant Clearing System").
     Upon such deposit of a Global Note the Underlying Notes represented by
     such Global Note will be credited to a securities account or securities
     accounts with the Relevant Clearing System. Any account holder with the
     Relevant Clearing System which has Underlying Notes credited to its
     securities account from time to time (each a "Relevant Account Holder")
     will, subject to and in accordance with the terms and conditions and
     operating procedures or management regulations of the Relevant Clearing
     System, be entitled to transfer such Underlying Notes and (subject to
     and upon payment being made by the relevant Issuer to the bearer in
     accordance with the terms of the relevant Global Note) will be entitled
     to receive payments from the Relevant Clearing System calculated by
     reference to the Underlying Notes credited to its securities account.

(D)  In certain circumstances specified in each Global Note, a Global Note
     will become void. The time at which a Global Note becomes void is
     hereinafter referred to as the "Relevant Time ". In such circumstances
     each Relevant Account Holder will, subject to and in accordance with
     the terms of this Deed, acquire against the relevant Issuer all those
     rights which such Relevant Account Holder would have had if, prior to
     the Global Note becoming void, duly executed and authenticated
     Definitive Note(s) (as defined in the Agency Agreement) and, if the
     Notes are repayable in instalments, receipts in respect thereof (the
     "Receipts") and interest coupons (the "Coupons") appertaining to the
     Definitive Note(s) (if appropriate) had been issued in


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     respect of its Underlying Note(s) and such Definitive Notes(s), Receipts
     (if appropriate) and Coupons (if appropriate) were held and beneficially
     owned by such Relevant Account Holder.

(E)  The obligations of each Issuer under this Deed have been guaranteed by
     the Guarantor pursuant to the amended and restated Deed of Guarantee
     (the "Guarantee") executed by the Guarantor on 16th June, 2000 and an
     executed copy of the Guarantee has been deposited with and shall be
     held by The Chase Manhattan Bank as agent (the "Agent") for the time
     being for the Notes. A copy of the Guarantee shall be available for
     inspection at the office of the Agent for the time being (being at the
     date hereof at Trinity Tower, 9 Thomas More Street, London E1 9YT).

(F)  This Deed of Covenant amends and restates the amended and restated Deed
     of Covenant entered into by Ciba Specialty Chemicals Corporation, Ciba
     Specialty Chemicals PLC, Ciba Spezialitatenchemie Holding Deutschland
     GmbH and Ciba Specialty Chemicals Investment Ltd. dated 9th July, 1999.
     This Deed of Covenant does not affect any Notes issued pursuant to the
     Original Program Agreement prior to the date hereof.

NOW THIS DEED WITNESSES AS FOLLOWS:

1.   If any Global Note becomes void in accordance with the terms thereof
     the relevant Issuer hereby undertakes and covenants with each Relevant
     Account Holder (other than when any Relevant Clearing System is an
     account holder of any other Relevant Clearing System) that each
     Relevant Account Holder shall automatically acquire at the Relevant
     Time, without the need for any further action on behalf of any person,
     against the relevant Issuer all those rights which such Relevant
     Account Holder would have had if at the Relevant Time it held and
     beneficially owned duly executed and authenticated Definitive Note(s),
     Receipts (if appropriate) and Coupons (if appropriate) in respect of
     each Underlying Note represented by such Global Note which such
     Relevant Account Holder has credited to its securities account with the
     Relevant Clearing System at the Relevant Time. The relevant Issuer's
     obligation pursuant to this clause shall be a separate and independent
     obligation by reference to each Underlying Note which a Relevant
     Account Holder has credited to its securities account with the Relevant
     Clearing System and the relevant Issuer agrees that a Relevant Account
     Holder may assign its rights hereunder in whole or in part.

2.   The records of the Relevant Clearing System shall be conclusive
     evidence of the identity of the Relevant Account Holders and the number
     of Underlying Notes credited to the securities account of each Relevant
     Account Holder. For the purposes hereof a statement issued by the
     Relevant Clearing System stating:

     (i)  the name of the Relevant Account Holder to which such statement is
          issued; and

     (ii) the aggregate nominal amount of Underlying Notes credited to the
          securities account of such Relevant Account Holder as at the
          opening of business on the first day following the Relevant Time
          on which the Relevant Clearing System is open for business,

     shall be conclusive evidence of the records of the Relevant Clearing
     System at the Relevant Time.


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3.   In the event of a dispute, the determination of the Relevant Time by
     the Relevant Clearing System shall be final and conclusive for all
     purposes in connection with the Relevant Account Holders with
     securities accounts with the Relevant Clearing System.

4.(a) Where the Issuer is Ciba Specialty Chemicals Corporation:

     The Issuer will, subject to the exceptions and limitations set forth
     below, pay as additional interest on an Underlying Note such additional
     amounts as are necessary in order that the net amounts receivable
     pursuant to the terms of the Underlying Note by each Relevant Account
     Holder who is a United States Alien (as such term is defined below),
     after deduction for any present or future tax, assessment or
     governmental charge of the United States (as such term is defined
     below), or a political subdivision or authority thereof or therein,
     imposed by withholding with respect to the payment, will not be less
     than the amounts provided for in such Underlying Note to be then due
     and payable; provided, however, that the foregoing obligation to pay
     additional amounts shall not apply to:

     (i)  any tax, assessment or governmental charge that would not have
          been so imposed but for the existence of any present or former
          connection between such Relevant Account Holder (or between a
          fiduciary, settlor, beneficiary, member or shareholder of, or
          holder of power over, such holder, if such Relevant Account Holder
          is an estate, trust, partnership or corporation) and the United
          States, including, without limitation, such Relevant Account
          Holder (or fiduciary, settlor, beneficiary, member, shareholder or
          holder of a power) being considered as:

          (A)  being or having been present or engaged in a trade or
               business in the United States or having or having had a
               permanent establishment therein;

          (B)  having a current or former relationship with the United
               States, including a relationship as a citizen or resident or
               being treated as a resident thereof;

          (C)  being or having been a personal holding company, a controlled
               foreign corporation, a passive foreign investment company, a
               foreign personal holding company with respect to the United
               States, a corporation that has accumulated earnings to avoid
               United States Federal income tax or a private foundation or
               other tax-exempt organisation; or

          (D)  an actual or a constructive "10-per cent shareholder" of the
               Issuer as defined in Section 871(h)(3) of the United States
               Internal Revenue Code of 1986, as amended (the "Code");

          (ii) any Relevant Account Holder who is a fiduciary or partnership
               or other than the sole beneficial owner of the Underlying
               Note, but only to the extent that a beneficiary or settlor
               with respect to such fiduciary or member of such partnership
               or a beneficial owner of the Underlying Note would not have
               been entitled to the payment of an additional amount had such
               beneficiary, settlor, member or beneficial owner been the
               Relevant Account Holder of such Underlying Note;

   (iii)  any tax, assessment or governmental charge that would not have been
          imposed or withheld but for the failure of the Relevant Account
          Holder, if required, to comply with certification, identification or
          information reporting requirements under United


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          States income tax laws, without regard to any tax treaty, with respect
          to the payment, concerning the nationality, residence, identity or
          connection with the United States of the Relevant Account Holder or a
          beneficial owner of such Underlying Note, if such compliance is
          required by United States income tax laws, without regard to any tax
          treaty, as a precondition to relief or exemption from such tax,
          assessment or governmental charge;

    (iv)  any estate, inheritance, gift, sales, transfer, excise, wealth or
          personal property tax or any similar tax, assessment or governmental
          charge;

     (v)  any tax, assessment or governmental charge that is payable otherwise
          than by withholding from the payment of the amounts receivable in
          respect of such Underlying Note;

    (vi)  any tax, assessment or governmental charge required to be withheld by
          any paying agent from such payment of amounts receivable in respect of
          any Underlying Note, if such payment can be made without such
          withholding by any other paying agent; or

   (vii)  any combination of items (i), (ii), (iii), (iv), (v) or (vi).

     As used in this Clause, "United States" means the United States of America,
     the Commonwealth of Puerto Rico and each possession of the United States of
     America and place subject to its jurisdiction and "United States Alien"
     means any corporation, partnership, individual or fiduciary that, as to the
     United States, is for United States Federal income tax purposes (A) a
     foreign corporation, (B) a foreign partnership one or more of the members
     of which is, for United States Federal income tax purposes, a foreign
     corporation, a non-resident alien individual or a non-resident alien
     fiduciary of a foreign estate or trust, (C) a non-resident alien individual
     or (D) a non-resident alien fiduciary of a foreign estate or trust.

(b)  Where the Issuer is Ciba Spezialitatenchemie Holding Deutschland GmbH:

     All payments in respect of the Underlying Note by the Issuer will be made
     without withholding or deduction for or on account of any present or future
     taxes or duties of whatever nature imposed or levied by or on behalf of
     Germany or any state (Bundesland), municipality or other political
     subdivision or any authority thereof or therein having power to tax, unless
     such withholding or deduction is required by law. In such event, the Issuer
     will pay such additional amounts as shall be necessary in order that the
     net amounts received by the Relevant Account Holders after such withholding
     or deduction shall equal the amounts which would otherwise have been
     receivable in respect of the Underlying Note in the absence of such
     withholding or deduction; except that no such additional amounts shall be
     payable with respect to any Underlying Note to or to the order of a
     Relevant Account Holder who is liable for such taxes or duties in respect
     of such Underlying Note by reason of his having some connection with
     Germany other than the mere holding of such Underlying Note or with respect
     to any Underlying Note presented for payment to a paying agent which is
     required to deduct or withhold an amount for or on account of such taxes or
     duties if such amount can be paid without any deduction or withholding for
     or on account of any taxes or duties by any other paying agent. Any advance
     income tax (Zinsabschlagsteuer) levied in Germany since 1993 as well as the
     solidarity surcharge (Solidaritatszuschlag) imposed thereon since 1995 do
     not constitute a withholding or deduction within the meaning of this Clause
     4(b).


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(c)  Where the Issuer is Ciba Specialty Chemicals PLC:

     All payments by the Issuer in respect of the Underlying Notes shall be made
     without withholding or deduction for or on account of any present or future
     tax, duty or charge of whatever nature imposed or levied by or on behalf of
     the United Kingdom, or any authority thereof or therein having power to tax
     unless the withholding or deduction is required by law. In that event, the
     Issuer shall pay such additional amounts as will result (after such
     withholding or deduction) in the receipt by the Relevant Account Holders of
     the sums which would have been receivable (in the absence of such
     withholding or deduction) from the Issuer in respect of their Underlying
     Notes; except that no such additional amounts shall be payable with respect
     to any Underlying Note to or to the order of a person liable to such tax,
     duty or charge in respect of such Underlying Note by reason of his having
     some connection with the United Kingdom other than the mere holding or
     ownership of such Underlying Note or with respect to any Underlying Note
     presented for payment to a paying agent which is required to deduct or
     withhold an amount for or on account of such tax, duty or charge if such
     amount can be paid without any deduction or withholding for or on account
     of any tax, duty or charge by any other paying agent.

5.   Each Issuer hereby warrants, represents and covenants with each Relevant
     Account Holder that it has all corporate power, and has taken all necessary
     corporate or other steps, to enable it to execute, deliver and perform this
     Deed, and that this Deed constitutes a legal, valid and binding obligation
     of the relevant Issuer enforceable in accordance with its terms subject to
     the laws of bankruptcy and other laws affecting the rights of creditors
     generally.

6.   This Deed shall take effect as a Deed Poll for the benefit of the Relevant
     Account Holders from time to time and for the time being. This Deed shall
     be deposited with and held by a depository for Clearstream, Luxembourg and
     Morgan Guaranty Trust Company of New York, Brussels office, as operator of
     the Euroclear System, or any successor to the business thereof and for the
     time being (being at the date hereof The Chase Manhattan Bank at Trinity
     Tower, 9 Thomas More Street, London E1 9YT) until all the obligations of
     each Issuer hereunder have been discharged in full.

7.   Each Issuer hereby acknowledges the right of every Relevant Account Holder
     to the production of, and the right of every Relevant Account Holder to
     obtain (upon payment of a reasonable charge) a copy of, this Deed, and
     further acknowledges and covenants that the obligations binding upon it
     contained herein are owed to, and shall be for the account of, each and
     every Relevant Account Holder, and that each Relevant Account Holder shall
     be entitled severally to enforce the said obligations against the relevant
     Issuer.

8.   This Deed is governed by, and shall be construed in accordance with, the
     laws of England.

     Each Issuer hereby irrevocably agrees, for the exclusive benefit of the
     Relevant Account Holders, that the courts of England are to have
     jurisdiction to settle any dispute which may arise out of, or in connection
     with, this Deed and that accordingly any suit, action or proceedings
     (together referred to as "Proceedings") arising out of, or in connection
     with, this Deed may be brought in such courts. Each Issuer irrevocably
     waives any objection which it may have now or hereafter to the laying of
     the venue of any Proceedings in any such court and any claim that any such
     Proceedings have been brought in an inconvenient forum and further
     irrevocably agrees that a judgment in any Proceedings brought in the
     English courts


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     shall be conclusive and binding upon the relevant Issuer and may be
     enforced in the courts of any other jurisdiction (subject to the laws of
     the jurisdiction in which enforcement is sought). Nothing contained in this
     Clause shall limit any right to take Proceedings against any Issuer in any
     other court of competent jurisdiction, nor shall the taking of Proceedings
     in one or more jurisdictions preclude the taking of Proceedings in any
     other jurisdiction, whether concurrently or not (subject to the laws of the
     relevant jurisdictions). Ciba Specialty Chemicals Corporation and Ciba
     Spezialitatenchemie Holding Deutschland GmbH each hereby appoints Ciba
     Specialty Chemicals PLC at its registered office for the time being to
     accept service of process on its behalf. If Ciba Specialty Chemicals PLC
     shall cease to be registered under the laws of England and Wales, the
     relevant Issuer shall appoint another person with an office in London to
     accept such service. Nothing herein shall affect the right to serve process
     in any other manner permitted by law.

9.   This Deed may be executed by any one or more of the parties hereto in any
     number of counterparts, each of which shall be deemed to be an original,
     but all such counterparts shall together constitute one and the same
     instrument.

IN WITNESS whereof each Issuer has caused this Deed to be duly executed the day
and year first above mentioned.


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EXECUTED as a Deed under         )
Seal by CIBA SPECIALTY CHEMICALS )
CORPORATION                      )
and SIGNED and                   )
DELIVERED as a deed on its       )
behalf by                        )
in the presence of:              )


Witness's
Signature _______________________________

Name      _______________________________

Address   _______________________________









EXECUTED as a Deed under         )
Seal by CIBA SPECIALTY CHEMICALS )
PLC and SIGNED and DELIVERED as  )
a deed on its behalf by          )
in the presence of:              )


Witness's
Signature _______________________________

Name      _______________________________

Address   _______________________________





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EXECUTED as a Deed under         )
Seal by CIBA SPEZIALITATENCHEMIE )
HOLDING DEUTSCHLAND GMBH         )
and SIGNED and DELIVERED as      )
a deed on its behalf by          )
                                 )
in the presence of:              )


Witness's
Signature _______________________________

Name      _______________________________

Address   _______________________________


          _______________________________


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                                16th June, 2000










                          CIBA SPECIALTY CHEMICALS PLC
                      CIBA SPECIALTY CHEMICALS CORPORATION
               CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH

                                   as Issuers










                           -------------------------
                                DEED OF COVENANT
                             (Amended and Restated)
                           -------------------------












                                 ALLEN & OVERY
                                     London