-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0001125282-01-000467.txt : 20010214
<SEC-HEADER>0001125282-01-000467.hdr.sgml : 20010214
ACCESSION NUMBER:		0001125282-01-000467
CONFORMED SUBMISSION TYPE:	SC 13G/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20010213

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			UNION CARBIDE CORP /NEW/
		CENTRAL INDEX KEY:			0000100790
		STANDARD INDUSTRIAL CLASSIFICATION:	INDUSTRIAL ORGANIC CHEMICALS [2860]
		IRS NUMBER:				131421730
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G/A
		SEC ACT:		
		SEC FILE NUMBER:	005-35625
		FILM NUMBER:		1536087

	BUSINESS ADDRESS:	
		STREET 1:		39 OLD RIDGEBURY RD
		CITY:			DANBURY
		STATE:			CT
		ZIP:			06817-0001
		BUSINESS PHONE:		2037942000

	MAIL ADDRESS:	
		STREET 1:		39 OLD RIDGEBURY RD
		CITY:			DANBURY
		STATE:			CT
		ZIP:			06817-0001

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	UNION CARBIDE CORP
		DATE OF NAME CHANGE:	19890806

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	UNION CARBIDE & CARBON CORP
		DATE OF NAME CHANGE:	19710317

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			J P MORGAN CHASE & CO
		CENTRAL INDEX KEY:			0000019617
		STANDARD INDUSTRIAL CLASSIFICATION:	NATIONAL COMMERCIAL BANKS [6021]
		IRS NUMBER:				132624428
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G/A

	BUSINESS ADDRESS:	
		STREET 1:		270 PARK AVE
		STREET 2:		39TH FL
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017
		BUSINESS PHONE:		2122706000

	MAIL ADDRESS:	
		STREET 1:		270 PARK AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CHASE MANHATTAN CORP /DE/
		DATE OF NAME CHANGE:	19960402

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CHEMICAL BANKING CORP
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CHEMICAL NEW YORK CORP
		DATE OF NAME CHANGE:	19880508
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>


<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               Schedule 13G Under
             Information Statement Pursuant to Rules 13d-1 and 13d-2
                    Under The Securities Exchange Act of 1934

                                (Amendment No.1)





                            Union Carbide Corporation
- ------------------------------------------------------------------------------
                                (Name Of Issuer)

                                   Common Par
- ------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    905581104
                         ------------------------------
                                 (Cusip Number)











                      (Continued on the following page(s))

                                Page 1 of 6 Pages




<PAGE>
CUSIP NO. 905581104       13G                             Page 2 of 6 Pages
- --------------------------------------------------------------------------------
Union Carbide Corporation
- --------------------------------------------------------------------------------
   1       NAME OF REPORTING PERSON
           S.S. OR I.R.S. IDENTIFICATION NO.OF ABOVE PERSON.
           The Chase Manhattan Bank - CMB SS # 13-4494650
           as Trustee for the Savings & Investment Program for Employees of
           Union Carbide Corp. SS # 13-6076184

- --------------------------------------------------------------------------------
   2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*           (A)  [ ]
                                                                       (B)  [ ]


- --------------------------------------------------------------------------------
   3       SEC USE ONLY


- --------------------------------------------------------------------------------
   4       CITIZENSHIP OR PLACE OF ORGANIZATION

           The Chase Manhattan Bank - New York
- --------------------------------------------------------------------------------
                           5      SOLE VOTING POWER

                                  0
                           -----------------------------------------------------
       NUMBER OF           6      SHARED VOTING POWER
        SHARES
     BENEFICIALLY                 Plan: 6,812,331
       OWNED BY
         EACH              -----------------------------------------------------
       REPORTING           7      SOLE DISPOSITIVE POWER
        PERSON
         WITH                     0

                           -----------------------------------------------------
                           8      SHARED DISPOSITIVE POWER

                                  Plan: 6,812,331

- --------------------------------------------------------------------------------
   9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

           Plan: 6,812,331
- --------------------------------------------------------------------------------
   10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
           SHARES*
                                                                            [ ]

- --------------------------------------------------------------------------------
   11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

           Plan: 5.04%
- --------------------------------------------------------------------------------
   12      TYPE OF PERSON REPORTING*

           CMB - BK

           Plan - ESOP
- --------------------------------------------------------------------------------
                     * SEE INSTRUCTION BEFORE FILLING OUT!

<PAGE>
                           Union Carbide Corporation


Item 1(a). Name of Issuer:
Union Carbide Corporation

Item 1(b). Address of Issuer's:
39 Old Ridgebury Road
Danbury, CT 06817
<TABLE>
<CAPTION>
<S>          <C>                                                 <C>
Item 2(a).    Name of Person Filing:                             This notice is filed by The Chase Manhattan Bank
                                                                 (CMB) as Trustee for Savings and Investment
                                                                 Program of the Union Carbide Corporation (the
                                                                 Plan) and Trust created pursuant thereto
                                                                 (collectively, the Filing Persons)


Item 2(b).    Address of Principal Business Office:              CMB: 270 Park Avenue
                                                                      New York, NY 10017
                                                                 Plan: - The Savings and Investment Program
                                                                 for Union Carbide Corporation c/o
                                                                 the Chase Manhattan Bank

Item 2(c).    Citizenship:                                       CMB  - New York

Item 2(d).    Title of Class of Securities:                      Common Par

Item 2(e).    CUSIP Number:                                      905581104
</TABLE>



                                   Page 3 of 6



<PAGE>
                            Union Carbide Corporation


Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
        check whether the person filing is a:

          (a) [   ]   Broker or dealer registered under Section 15 of the Act.

          (b) [ X ]   Bank as defined in Section 3(a)(6) of the Act.

          (c) [   ]   Insurance Company as defined in Section 3(a)(19) of the
                      Act.

          (d) [   ]   Investment Company registered under Section 8 of the
                      Investment Company Act.

          (e) [   ]   Investment Adviser registered under Section 203 of the
                      Investment Advisers Act of 1940.

          (f) [ X ]   Employee Benefit Plan, Pension Fund which is subject
                      to the provisions of the Employee Retirement Income
                      Security Act of 1974 or endowment Fund [see Section
                      240.13d-1(b)(1)(ii)(F)].

          (g) [   ]   Parent Holding Company, in accordance with Section
                      240.13d-1(b)(ii)(G).

          (h) [   ]   Group, in accordance with Section 240.13d-1(ii)(H).

Item 4.   Ownership:

          (a)     Amount Beneficially Owned:
                  As of December 31, 2000, the Plan and Trust created pursuant
                  thereto beneficially own 6,812,331 shares of Common Stock.

          (b)     Percent of Class:    Plan: 5.04%

          (c)     Number of shares as to which such person has:


                  (i)      Sole power to vote or direct the vote:
                           0

                  (ii)     Shared power to vote or direct the vote:

The Plan Trust created pursuant thereto share the power to vote of 6,812,331
shares of Common Stock.


                                   Page 4 of 6


<PAGE>


                           Union Carbide Corporation

                    (iii)   Sole power to dispose or to direct the disposition
                            of:
                            0

                    (iv)    Shared power to dispose or to direct the disposition
                            of:

          The Plan and Trust created pursuant thereto share the power to dispose
or direct the disposition of 6,812,331 shares of Common Stock.

The 6,812,331 shares of Common Stock are held in the Trust created pursuant to
the Savings Program for the Employees of Union Carbide Corporation Agreement,
dated January 1, 1991, between Chase Manhattan Bank as the Master Trustee (the
Master Trustee) and Union Carbide Corporation for the benefit of Participants in
the Plan (Plan).

Except as set forth below, the Master Trustee is obligated, under the terms of
the Trust and the terms of the Plan, to vote, tender or exchange and Common
Stock beneficially owned by the Trust as directed by Participants in the Plan
(the Participants).

For this purpose, each Participant is a named Fiduciary with respect to all
shares of Common Stock as to which such Participant has the rights of direction
with respect to voting, tender, exchange and any other rights appurtenant to
such stock.

Under the terms of the Trust and the terms of the Plan, the Master Trustee will
vote shares of Common Stock allocated to the accounts of Participants in
accordance with the instructions given by such Participants. Unallocated shares
of Common Stock, together with any allocated shares for which on instructions
are received, are voted by the Master Trustee in the same proportion as the
allocated shares of Common Stock for which instructions are received.

Pursuant to the terms of the Plan, the administrators of the Plan may cause the
Master Trustee to dispose of shares of Common Stock under certain limited
circumstances.

The actions and duties of the Master Trustee under the terms of the Trust and
the terms of the Plan, including but not limited to the provisions described
above, are subject to the requirements of ERISA.

Item 5.    Ownership of Five Percent or Less of a Class:
           Not applicable

Item 6.    Ownership of More than Five Percent on Behalf of Another Person:
           Not applicable

Item 7.    Identification and Classification of the Subsidiary Which Holds the
           Security Being Reported on by the Parent Holding Company:
           Not applicable

Item 8.    Identification and Classification of Members of this Group:
           Not applicable

Item 9.    Notice of Dissolution of Group:
           Not applicable


                                   Page 5 of 6


<PAGE>


                            Union Carbide Corporation

Item 10.   Certification:

           By signing below, I certify that, to the best of my knowledge and
           belief, the securities referred to above were acquired in the
           ordinary course of business and were not acquired for the purpose of
           and did not have the effect of changing or influencing the control of
           the issuer of such securities and were not acquired in connection
           with or as a participant in any transaction having such purpose or
           effect.


Signature: After reasonable inquiry and to the best of my knowledge and belief,
           I certify that the information set forth in this statement is
           true, complete and correct.





Dated:  February 12, 2001



The Chase Manhattan Bank

/S/ Maureen Galante
- ---------------------------
      Maureen Galante
  Trust Compliance Officer

                                   Page 6 of 6


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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