SUPPLEMENT TO OFFERING MEMORANDUM                 CONFIDENTIAL

                            $600,000,000
                              CKWITCO
                    8 1/2% SENIOR NOTES DUE 2005

                        ---------------------

     The offering memorandum attached hereto is hereby
supplemented by deleting the last two paragraphs on page 41 and
replacing those paragraphs with the following:

     "If we are obligated, we will use our reasonable best
efforts to file a shelf registration statement, as promptly as
practicable after becoming so obligated and use our reasonable
best efforts to cause the shelf registration statement to be
declared effective by the Commission as promptly as practicable
but no later than 150 days after becoming so obligated.  We will
use our reasonable best efforts to keep the shelf registration
statement continuously effective until the second anniversary of
the effective date of the shelf registration statement or such
shorter period that will terminate when all the Registrable Notes
covered by the shelf registration statement have been sold
pursuant thereto or cease to be outstanding or otherwise to be
Registrable Notes.  A holder of notes that sell its notes under
the shelf registration statement generally will be required to be
named as a selling security holder in the related prospectus and
to deliver a prospectus to purchasers, will be subject to certain
of the civil liability provisions under the Securities Act in
connection with such sales and will be bound by the provisions of
the registration rights agreement that are applicable to such
holder (including certain indemnification and contribution
obligations).

If:

 . the Exchange Offer Registration Statement in not filed with the
Commission on or prior to the 75th calendar day following the
date of original issue of the notes,

 .  the Exchange Offer Registration Statement has not been
declared effective on or prior to the 150th calendar day
following the date of original issue of the notes, or

 .  the Exchange Offer is not consummated on or prior to the 180th
calendar day following the date of original issue of the notes or
a shelf registration statement is not declared effective within
150 days after the obligation arises to file the shelf
registration statement.

(each such event referred to in the above clauses, a
"Registration Default"), the interest rate borne by the notes
will increase ("Additional Interest") by 0.25% per annum upon the
occurrence of each Registration Default.  The rate will increase
by an additional 0.25% after each 90-day period that a
Registration Default is continuing, up to a maximum increase of
1.00% per annum.  Following the cure of all Registration Defaults
Additional Interest will cease to accrue and the interest rate
will revert to the original rate."

                 MERRILL LYNCH & CO.

The date of this supplement to the offering memorandum is
March 2, 2000.