DOW CHEMICAL CO /DE/, DEF 14A, 1995-03-22

DOW CHEMICAL CO /DE/
DEF 14A, 1995-03-22
CHEMICALS & ALLIED PRODUCTS

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<PAGE>

NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 11, 1995

March 22, 1995

Dear Dow Stockholder:

The Annual Meeting of Stockholders of The Dow Chemical Company will be held
on Thursday, May 11, 1995, at 2 p.m. at the Midland Center for the Arts,
1801 West St. Andrews, Midland, Michigan.

Stockholders will vote upon the following matters either by proxy or in
person:

1. Election of five Directors.

2. Ratification of the selection of Deloitte & Touche LLP as Dow's
independent auditors for 1995.

3. Transaction of any other business that may properly come before the
meeting.

Your vote on the business to be considered at this meeting is important,
regardless of the number of shares you own. Please complete, sign and date
the enclosed proxy voting form and mail it promptly in the enclosed envelope
to make sure that your shares will be represented. If your form is not
returned, your shares may not be voted.

The Board of Directors has set the close of business on March 13, 1995, as
the record date for determining stockholders entitled to receive notice of
the meeting and any adjournment and to vote. A list of stockholders entitled
to vote shall be open to any stockholder for any purpose relevant to the
meeting for ten days before the meeting, from 8:30 a.m. to 5 p.m., at my
office at 2030 Dow Center, Midland, Michigan.

Seating is limited, so the Board has established the rule that only
stockholders may attend or up to three people holding proxies for any one
stockholder or account (in addition to those named as Board proxies on the
printed proxy forms). Proxy holders are asked to present their credentials
to one of my representatives in the lobby before the meeting begins.

You will need a validated ticket of admission for the meeting. Stockholders
will receive a ticket as part of their proxy material. Stockholders of
record and participants in the Dividend Reinvestment Plan, the Dow Salaried
Employees' Savings Plan and the Dow Hourly Employees' Savings Plan only need
to check the box on the proxy form to validate their preprinted ticket and to
indicate they will attend . Other stockholders holding their stock in
nominee name or beneficially will receive a ticket with their proxy material
and need to take no further action. Questions may be directed to my office
at (517) 636-2780.

Hearing amplification devices will be available for the meeting and may be
obtained prior to entering the meeting.

/s/ Donna J. Roberts
Donna J. Roberts
Secretary

<PAGE>
INTRODUCTION

This proxy statement and proxy form are being sent to all stockholders of The
Dow Chemical Company ("Dow" or the "Company") as of the close of business on
March 13, 1995, the record date for the Annual Meeting of Stockholders to be
held on May 11, 1995.

In the following pages, you will find information on your Board of Directors,
the candidates for election and continuing Directors, and one resolution to
be voted upon at the Annual Meeting of Stockholders or any adjournment of
that meeting. The background information in this proxy statement has been
supplied to you at the request of the Board of Directors to help you decide
how to vote.

Voting Your Shares by Proxy Form

You are encouraged to use the proxy form to cast your votes. Your shares
will be voted if the proxy is properly signed, dated and received prior to
May 11, 1995, the date of the Annual Meeting. If no specific choices are
made by you, as explained on your proxy form, the shares represented by your
executed proxy form will be voted as recommended by the Board of Directors.
You may revoke your proxy at any time before its use at the meeting by
sending a written revocation, by sending a proxy bearing a later date, or by
attending the meeting and voting in person.

The Company has a confidential voting policy that respects the right of each
stockholder to vote upon matters free from coercion and retaliation and
requires that the proxies and ballots of all stockholders be kept
confidential from the Company's management and Board unless disclosure is
requested by the stockholders, unless disclosure is necessary to meet legal
requirements or to assert or defend claims, or during a contested
solicitation or election. It further provides that employees may
confidentially vote their shares of Company stock held by the Company
pension plans, and requires the appointment of independent tabulators and
inspectors of election.

Shares Outstanding

At the close of business on the record date, March 13, 1995, there were
276,648,384 shares of Dow common stock and 1,546,186 shares of Series A ESOP
Convertible Preferred Stock outstanding and entitled to vote. Each share of
common stock is entitled to one vote. Preferred stockholders will vote with
the holders of common stock as one class and are entitled to the same number
of votes as the shares of Dow common stock into which the ESOP stock could be
converted, according to a fixed formula based on the market price of common
stock for five consecutive trading days ending on and including the record
date. Each share of ESOP stock this year converts to 1.331 votes.

Proxies on Behalf of the Board

The enclosed proxy is being solicited by the Board of Directors to provide
an opportunity to vote on agenda items to all stockholders of record, whether
or not they are able to attend the Annual Meeting. Proxies on behalf of the
Board may be solicited in person, by mail, by telephone or by electronic
communication by Dow officers and employees. They will not be specially
compensated for their services in this regard. Dow has retained Georgeson &
Co. to aid in the solicitation of stockholders, primarily brokers, banks and
other institutional investors, for an estimated fee of $20,000. Arrangements
have been made with brokerage houses, nominees and other custodians and
fiduciaries to send materials to their principals and their reasonable
expenses will be reimbursed on request. The cost of solicitation will be
borne by the Company.

<PAGE>
THE BOARD OF DIRECTORS AND ITS COMMITTEES

The ultimate authority to manage the business of The Dow Chemical Company
rests with the Board of Directors. The Board appoints the Company's
officers, assigns responsibilities for management of the Company's operations
to them and reviews their performance.

In the past year, one Director has retired from the Board. Joseph G. Temple,
Jr., served as a Director from 1979 until August 1, 1994. Mr. Temple was, at
the time of his retirement, Vice Chairman of the Board of Directors of Marion
Merrell Dow Inc. ("MMD"). He had previously served as Chairman of the MMD
Board from 1989-93 and as Chief Executive Officer of MMD from 1989-91. He
had also earlier been Chairman, President and CEO of Merrell Dow
Pharmaceuticals Inc.; Executive Vice President of Dow; and President of Dow
Latin America. The Company and his colleagues on the Dow Board will greatly
miss the advice and experience of Mr. Temple.

There were seven Board meetings in 1994. Fourteen of the Directors attended
100 percent of the Board meetings and all the Directors attended the last
Annual Meeting of Stockholders. The Company is required to report whether
any Director attended fewer than 75 percent of the sum of the total number of
Board meetings and the total number of Board committee meetings that each
respective Director was eligible to attend during the past year. Ten
Directors attended 100 percent of the total number of meetings they were
eligible to attend. Due to illness and travel schedules, Mr. Lyons missed
two Board meetings and two meetings each of the Board committees on which he
serves.

Board committees perform many important functions. The responsibilities of
each committee are stated in the Bylaws. The Board, upon the recommendation
of the Committee on Directors, elects members to each committee and has the
power to change the responsibilities assigned to any committee or the
committee membership. A brief description of the current standing Board
committees follows, with memberships listed as of March 13, 1995:

Executive Committee: Exercises the powers of the Board to manage the Company
between meetings of the Board. Thirteen meetings in 1994. Members: F. P.
Popoff (Chairman), E. C. Falla, E. J. Sosa and W. S. Stavropoulos.

Audit Committee: Recommends a firm of independent auditors to be appointed
by the Board, subject to ratification by the stockholders. Reviews the
Company's annual consolidated financial statements. Consults separately with
the independent auditors, the Corporate Auditor and the Controller with
regard to the adequacy of internal controls. Reviews with the independent
auditors the proposed plan of audit and the results. Five meetings in 1994.
Members: B. H. Franklin (Chairman), H. T. Shapiro and P. G. Stern.

Committee on Directors: Studies the size and makeup of the Board and its
committees and recommends candidates for Board and committee membership.
Three meetings in 1994. Members: W. D. Davis (Chairman), F. P. Popoff, H.
T. Shapiro, W. S. Stavropoulos and P. G. Stern.

Compensation Committee: Establishes salaries, bonuses and other compensation
for Dow Directors and officers and for certain other managerial and
professional personnel. Administers the Company's award and option plans.
Eight meetings in 1994. Members: H. T. Shapiro (Chairman), W. D. Davis,
B. H. Franklin and P. G. Stern.

Environment, Health and Safety Committee: Has the authority and
responsibility to assess all aspects of the Company's environment, health and
safety policies and performance, and to make recommendations to the Board and
management with regard to promoting and maintaining superior standards of
performance. Seven meetings in 1994. Members: W. J. Neely (Chairman),
J. K. Barton, A. J. Butler, D. T. Buzzelli, F. P. Corson, M. L. Dow and E. J.
Sosa.

Finance Committee: Reviews Dow's financial affairs and makes recommendations
to the Board concerning financial matters. Seven meetings in 1994. Members:
E. C. Falla (Chairman), A. J. Butler, J. L. Downey, F. W. Lyons, Jr., F. P.
Popoff, E. J. Sosa and W. S. Stavropoulos.

Investment Policy Committee: Establishes investment policy and reviews the
performance of funds invested for The Dow Chemical Company Employees'
Retirement Plan. Helps establish investment policies for other funds and
entities connected with the Company. Five meetings in 1994. Members:
M. L. Dow (Chairman), A. J. Butler, F. P. Corson, J. L. Downey, E. C. Falla
and P. G. Stern.

Public Interest Committee: Assesses aspects of Dow's business decisions to
determine their social impact and makes recommendations to the Board and
management regarding the most socially desirable alternatives. Recommends to
the Board an annual budget for charitable contributions. Three meetings in
1994. Members: D. T. Buzzelli (Chairman), J. K. Barton, F. P. Corson, W. D.
Davis, M. L. Dow, J. L. Downey, B. H. Franklin, F. W. Lyons, Jr., W. J.
Neely, H. T. Shapiro and W. S. Stavropoulos.

<PAGE>
Agenda Item 1

BOARD OF DIRECTORS
CANDIDATES FOR ELECTION AND CONTINUING DIRECTORS

The Dow Board of Directors is divided into three classes. Each class, as
described in the chart below, serves a term of three years. The terms of the
Directors in each class expire at the Annual Meeting in the year listed on
the chart.

Class III Directors Class I Directors Class II Directors
___________________ _________________ __________________
1995 1996 1997

Enrique C. Falla Jacqueline K. Barton Andrew J. Butler
Fred W. Lyons, Jr. David T. Buzzelli Fred P. Corson
Frank P. Popoff Joseph L. Downey Willie D. Davis
Enrique J. Sosa Barbara Hackman Franklin Michael L. Dow
William S. Stavropoulos William J. Neely Paul G. Stern
Harold T. Shapiro

In accordance with the recommendation of the Committee on Directors, the
Board of Directors has nominated Enrique C. Falla, Fred W. Lyons, Jr.,
Frank P. Popoff, Enrique J. Sosa and William S. Stavropoulos for election as
Directors in Class III to serve three-year terms to expire at the Annual
Meeting in 1998 and until their successors are elected and qualified.

<PAGE>

Each nominee is currently serving as a Director and each has consented to
serve for the new term. The election of Directors requires a plurality of
the votes actually cast. The Board of Directors recommends a vote FOR the
election of all of these nominees as Directors. You may withhold your vote
for a particular candidate by writing that person's name in the space
provided on your voting form.

As explained on the accompanying proxy, it is the intention of the persons
named as proxies to vote in favor of the candidates nominated by the Board.
If something should happen prior to the Annual Meeting making it impossible
for one or more of the candidates to serve, votes will be cast in the best
judgment of the persons authorized as proxies. Information in the
biographies that follow is current as of March 13, 1995.

CANDIDATES FOR ELECTION

Photo 1

Enrique C. Falla, 55, Dow Executive Vice President and Chief Financial
Officer. Director since 1985.

Employee of Dow since 1967. Commercial Vice President of Dow Latin America
1979-80. President of Dow Latin America 1980-84. Dow Financial Vice
President 1984-91. Treasurer 1986-87. Chief Financial Officer 1987 to date.
Executive Vice President 1991 to date. Director of Dow Corning Corporation,*
Marion Merrell Dow Inc.,* Kmart Corporation and the University of Miami. Mr.
Falla is a cousin of Mr. Sosa's wife.

[FN]
*A number of Company entities are referred to in the biographies and are
defined as follows. (Some of these entities have had various names over the
years and the names and relationships to the Company, unless otherwise
indicated, are stated as they existed as of March 13, 1995.) Dow Corning
Corporation, a corporation 50 percent-owned by Dow; DowElanco, a general
partnership 60 percent-owned by Dow; Destec Energy, Inc. and Marion Merrell
Dow Inc., both majority-owned subsidiaries of Dow; DowBrands Inc., Dow
Chemical Pacific Limited, Dow Chemical Canada, Inc., Dow Europe S.A. and
Essex Specialty Products, Inc., all wholly owned subsidiaries of Dow.
Ownership by Dow described above may be either direct or indirect.

<PAGE>

Photo 2

Fred W. Lyons, Jr., 59, Chairman of the Board and Chief Executive Officer,
Marion Merrell Dow Inc.* Director since 1991.

Employed by Marion Laboratories, Inc. in 1970 as Vice President and General
Manager. Senior Vice President and President of the Pharmaceutical Division
1972-74. Director 1972-89. Executive Vice President 1974-76. Chief
Operating Officer 1976-77. President 1977-89. Chief Executive Officer
1984-89. President of Marion Merrell Dow Inc.* 1989-93. Chief Executive
Officer of Marion Merrell Dow Inc.* 1992 to date and Chairman of the Board
January 1, 1994 to date. Director of Marion Merrell Dow Inc.* 1989 to date.
Board of Directors of the Federal Reserve Bank of Kansas City 1985-91, three
years as Chairman. Director of Project HOPE, Pharmaceutical Research and
Manufacturers of America, and American Royal Association. Trustee of Midwest
Research Institute. Member of the Civic Council of Kansas City.

Photo 3

Frank P. Popoff, 59, Chairman of the Dow Board of Directors and Chief
Executive Officer. Director since 1982.

Employee of Dow since 1959. Executive Vice President of Dow Europe S.A.*
1980-81. President of Dow Europe S.A.* 1981-85. Dow Executive Vice
President 1985-87. President and Chief Operating Officer 1987. President
1987-93. Chief Executive Officer 1987 to date. Chairman of the Board
December 1992 to date. Director of Dow Corning Corporation,* Marion Merrell
Dow Inc.* and DowElanco.* Director of American Express Company, U S WEST,
Inc. and Chemical Financial Corporation. Serves on the Policy Committee of
The Business Roundtable, The Business Council and The Conference Board.
Member of the American Chemical Society, the National LEAD Council and the
Michigan Business Partnership.

Photo 4

Enrique J. Sosa, 54, Dow Senior Vice President and President of Dow North
America. Director since 1990.

Employee of Dow since 1964. Director of Marketing for the Plastics
Department 1980-82. General Manager of Dow Brazil 1982-84. President of Dow
Brazil 1984-85. Commercial Vice President for Specialty Chemicals 1985-87.
Group Vice President for Chemicals and Performance Products 1987-90.
Director of Corporate Product Department 1990-93. President of Dow North
America 1993 to date. Dow Vice President 1990-91. Senior Vice President
1991 to date. Director of Destec Energy, Inc.* and Dow Corning Corporation.*
Director of the National Association of Manufacturers and National Action
Council for Minorities in Engineering, Inc. Member, Board of Trustees,
Northwood University, and Executive Committee, Michigan First, Inc. Mr.
Sosa's wife is a cousin of Mr. Falla.

<PAGE>

Photo 5

William S. Stavropoulos, 55, Dow President and Chief Operating Officer.
Director since 1990.

Employee of Dow since 1967. President of Dow Latin America 1984-85.
Commercial Vice President for Dow U.S.A., Basics and Hydrocarbons 1985-87.
Group Vice President for Plastics and Hydrocarbons 1987-90. Chairman of
Essex Specialty Products, Inc.* 1988-92. President of Dow U.S.A. 1990-93.
Dow Vice President 1990-91. Senior Vice President 1991-93. Dow President
and Chief Operating Officer 1993 to date. Director of Dow Corning
Corporation* and Marion Merrell Dow Inc.* Chairman of the Board of the
American Plastics Council. Board member of the Chemical Manufacturers
Association, Citizens Research Council, U.S. Council for International
Business, and Midland Community Center. Member of the Society of Chemical
Industry, American Chemical Society, University of Notre Dame Science
Advisory Council and Joint Automotive Suppliers Governmental Action Council.
Director of Chemical Financial Corporation and Chemical Bank and Trust
Company.

CONTINUING DIRECTORS

Photo 6

Jacqueline K. Barton, 42, Professor of Chemistry, California Institute of
Technology. Director since 1993.

Assistant Professor of Chemistry and Biochemistry, Hunter College, City
University of New York 1980-82. Columbia University: Assistant Professor
1983-85, Associate Professor 1985-86, Professor of Chemistry and Biological
Sciences 1986-89. Professor of Chemistry, California Institute of Technology
1989 to date. Named a Research Fellow of the Alfred P. Sloan Foundation 1984
and MacArthur Foundation Fellow 1991. Recipient of the Columbia University
Medal of Excellence 1992, American Chemical Society ("ACS") Garvan Medal
1992, Mayor of New York's Award in Science and Technology 1988, ACS Award in
Pure Chemistry 1988 and the Alan T. Waterman Award of the National Science
Foundation ("NSF") 1985. Member of the American Academy of Arts and Sciences
and the Gilead Sciences Scientific Advisory Board. Director of Cortech, Inc.

Photo 7

Andrew J. Butler, 60, Dow Senior Consultant. Director since 1984.

Employee of Dow since 1963. Vice President of Dow Europe S.A.* 1974-77.
General Manager of Dow Middle East/Africa 1977-80. President of Dow Chemical
Pacific Limited* 1980-83. Commercial Vice President of Dow Chemical U.S.A.
1983-85. Dow Vice President 1986-91. President of Dow Europe S.A.* 1985-93.
Dow Senior Vice President 1991-94.

Photo 8

David T. Buzzelli, 53, Dow Vice President and Corporate Director of
Environment, Health & Safety, Public Affairs and Information Systems.
Director since 1993.

Employee of Dow since 1965. Manager of Agricultural Products, Health and
Environmental Services, Michigan Division 1980-84. Director of Government
and Public Affairs 1984-86. Vice President of Dow Chemical U.S.A. 1984-86.
Chairman, President and CEO of Dow Chemical Canada, Inc.* 1986-90. Vice
President 1990 to date. Corporate Director of Environment, Health and Safety
1990 to date. Corporate Director of Public Affairs 1993 to date. Management
responsibility for Information Systems 1994 to date. Director of Dow Corning
Corporation.* Co-Chairman of the President's Council on Sustainable
Development. Member of The Conference Board Council on Environmental
Affairs, Chairman of The Keystone Center Board of Trustees, Board of
Directors of Global Tomorrow Coalition, World Resources Institute Advisory
Board and the Midland Community Center Board of Trustees.
[FN]
*A number of Company entities are referred to in the biographies and are
defined as follows. (Some of these entities have had various names over the
years and the names and relationships to the Company, unless otherwise
indicated, are stated as they existed as of March 13, 1995.) Dow Corning
Corporation, a corporation 50 percent-owned by Dow; DowElanco, a general
partnership 60 percent-owned by Dow; Destec Energy, Inc. and Marion Merrell
Dow Inc., both majority-owned subsidiaries of Dow; DowBrands Inc., Dow
Chemical Pacific Limited, Dow Chemical Canada, Inc., Dow Europe S.A. and
Essex Specialty Products, Inc., all wholly owned subsidiaries of Dow.
Ownership by Dow described above may be either direct or indirect.

<PAGE>

Photo 9

Fred P. Corson, 53, Dow Vice President and Director of Research and
Development. Director since 1994.

Employee of Dow since 1967. Director of Research and Development for Dow
Latin America 1980-83 and Dow U.S.A. Plastics Department 1983-87. General
Manager of Engineering Thermoplastics Department 1985-87. Vice President of
Research and Development, Dow U.S.A. Plastics 1987-90. Director of Research
and Development 1990 to date. Vice President 1991 to date. Director of the
Council of Chemical Research, the Industrial Research Institute and Michigan
Molecular Institute. Member, Board on Chemical Sciences and Technology of
the National Research Council; Committee on Chemistry and Public Affairs of
the American Chemical Society; and the Alumni and Industrial Advisory Council
for the Department of Chemistry, University of Michigan.

Photo 10

Willie D. Davis, 60, President and Chief Executive Officer of All Pro
Broadcasting, Inc. Director since 1988.

President and Chief Executive Officer of All Pro Broadcasting, Inc., a Los
Angeles broadcasting company, 1976 to date. Director of Wicor, Inc.; Sara
Lee Corporation; Alliance Bank; MGM/UA Grand Company; Kmart Corporation;
Johnson Controls Inc.; L.A. Gear Inc.; Rally's Hamburgers Inc.; and the
Strong Funds. Trustee of the University of Chicago, Occidental College and
Marquette University. Member of the Grambling College Foundation and the
Ewing Marion Kauffman Center for Entrepreneurial Leadership Development
Committee.

Photo 11

Michael L. Dow, 60, Chairman and Chief Executive Officer of General Aviation,
Inc., Lansing, Michigan. Director since 1988.

Founder of General Aviation, Inc., Lansing, Michigan, 1965. Owner of Michael
L. Dow Associates. Director of Chemical Financial Corporation and Chemical
Bank and Trust Company, both of Midland, Michigan. Director of Sparrow
Hospital, Lansing, Michigan. Trustee and Treasurer of The Herbert H. and
Grace A. Dow Foundation. Director of the Michigan State University
Foundation.

Photo 12

Joseph L. Downey, 58, Dow Senior Consultant. Chairman of DowBrands Inc.* and
Chairman of DowElanco.* Director since 1989.

Employee of Dow since 1961. Vice President Dow Chemical U.S.A. 1983-86. Dow
Vice President 1985-91. President of Dow Consumer Products Inc.* 1986-88.
Chairman of the Board of DowBrands Inc.* 1988 to date. Chairman of the Board
of DowElanco* 1989 to date. Dow Senior Vice President 1991-94.

<PAGE>

Photo 13

Barbara Hackman Franklin, 54, President and CEO, Barbara Franklin
Enterprises, and Former U.S. Secretary of Commerce. Director 1980-92 and
1993 to date.

U.S. Consumer Product Safety Commission 1973-79, Vice Chairman 1973-74 and
1977-78. Wharton School of the University of Pennsylvania, Senior Fellow
1979-89, Director of the Government and Business Program 1980-88. President
and CEO, Franklin Associates 1984-92. U.S. Secretary of Commerce 1992-93.
President and CEO, Barbara Franklin Enterprises 1995 to date. Alternate
Representative to 44th United Nations General Assembly 1989-90. President's
Advisory Committee for Trade Policy and Negotiations 1982-86 and 1989-92.
AICPA Board of Directors 1979-86, Auditing Standards Board Planning Committee
1989-92. Advisor to U.S. Comptroller General 1984-92 and 1995 to date.
Director of Aetna Life & Casualty Company and AMP Incorporated.

Photo 14

William J. Neely, 63, Dow Senior Consultant. Director since 1988.

Employee of Dow since 1952. Manufacturing Manager for Texas Division
1978-80. General Manager Louisiana Division 1980-83. Executive Vice
President and Director of Operations, Dow Europe S.A.* 1983-87. Corporate
Director of Manufacturing and Engineering 1988-92. Dow Vice President
1988-93.

Photo 15

Harold T. Shapiro, 59, President of Princeton University. Director since
1985.

President of The University of Michigan 1980-87. President of Princeton
University 1988 to date. Presidential Appointment to the Council of Advisors
on Science and Technology 1990-92. Member of the Institute of Medicine and
the American Philosophical Society. Fellow of the American Academy of Arts
and Sciences. Trustee of the Alfred P. Sloan Foundation.

Photo 16

Paul G. Stern, 56, Special Partner at Forstmann Little & Co. Director since
1992.

Special Partner at Forstmann Little & Co. 1994 to date. Visiting Professor
at the Wharton School of the University of Pennsylvania. Northern Telecom
Limited Director 1988-93, Vice Chairman and Chief Executive Officer 1989-90,
Chief Executive Officer 1990-93, Chairman of the Board 1990-93. President,
Unisys Corporation (formerly Burroughs Corporation) 1982-87. Director of
Gulfstream Aerospace Corporation, LTV Corporation, Whirlpool Corporation and
General Instrument Corporation. Serves on the White House National Security
Telecommunication Advisory Committee. Member of The National Alliance of
Business, The Hudson Institute, the Committee for Economic Development Board
and the Executive Council on Foreign Diplomats Board. Board member of the
University of Pennsylvania/s School of Engineering and Applied Science and
The Wharton School, Lauder Institute, and the Institute for Advanced Study
at Princeton. Treasurer, John F. Kennedy Center for the Performing Arts,
Washington, D.C.

<PAGE>
Agenda Item 2

RATIFICATION OF THE APPOINTMENT
OF THE INDEPENDENT AUDITORS

RESOLVED, THAT THE APPOINTMENT BY THE BOARD OF DIRECTORS OF DELOITTE & TOUCHE
LLP TO AUDIT THE 1995 CONSOLIDATED FINANCIAL STATEMENTS OF THE DOW CHEMICAL
COMPANY AND ITS SUBSIDIARIES IS HEREBY RATIFIED.

The Bylaws provide that the Board's selection of auditors must be presented
for shareholder ratification or rejection at the Annual Meeting. The Audit
Committee has recommended and the Board has, subject to your ratification,
appointed Deloitte & Touche LLP (the "Firm") to audit and report on the
consolidated financial statements of Dow and its subsidiaries for 1995.
Deloitte & Touche LLP has audited Dow's financial statements for more than
75 years and served as its independent auditors for 1994. The Firm has
offices or affiliates at or near most of the locations where Dow operates in
the United States and other countries. Deloitte & Touche LLP regularly
rotates its Dow lead audit partner.

Before making its recommendation for appointment, the Audit Committee
carefully considers the qualifications of candidates for independent
auditors. For Deloitte & Touche LLP, this has included a review of its
performance in prior years, as well as its reputation for integrity and for
competence in the fields of accounting and auditing. The Audit Committee has
expressed its satisfaction with Deloitte & Touche LLP. In February 1995,
Deloitte & Touche LLP advised the Committee that it believes all litigation
against the Firm can fairly be characterized as incidental to the practice of
the accounting profession and that resolution of its cases will not affect
its ability to serve as independent auditors for the Company. The Audit
Committee has concluded that the ability of Deloitte & Touche LLP to perform
services for the Company is not adversely affected by such litigation.

Representatives of Deloitte & Touche LLP will attend the Annual Meeting and
may make a statement if they wish. They will be available to answer your
questions at the meeting.

Audit services performed by Deloitte & Touche LLP for the year ended December
31, 1994, included the audit of the consolidated financial statements of the
Company and its subsidiaries, the separate audits of the financial statements
of certain subsidiary companies and employee benefit plans where required by
government regulations or agreement, as well as services related to filings
with the Securities and Exchange Commission and consultation on matters
related to accounting and financial reporting.

Approval of this proposal to ratify the appointment of Deloitte & Touche LLP
requires a majority of votes actually cast on the matter. For purposes of
determining the number of votes cast on the matter, only those cast "for" or
"against" are included. Abstentions and broker non-votes are not included.
If the resolution does not pass, the selection of independent auditors will
be reconsidered by the Audit Committee and the Board. Because it is
difficult and not cost effective to make any change in independent auditors
so far into the year, the appointment of Deloitte & Touche LLP would probably
be continued for 1995, unless the Audit Committee or the Board finds
additional good reasons for making a change.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE
PROPOSAL TO RATIFY ITS SELECTION OF DELOITTE & TOUCHE LLP AS DOW'S
INDEPENDENT AUDITORS FOR 1995.

<PAGE>
STOCKHOLDER RETURN

The charts below show cumulative total returns to stockholders of Dow for the
five-year and the ten-year periods ending in 1994. They depict a
hypothetical $100 investment on December 31 of the first year of the charts,
and show the increased value of that investment over time until December 31
of the final year, with all dividends reinvested in stock. The Standard &
Poor's 500 Stock Index and the Standard & Poor's Chemical Composite Index are
shown in comparison.

The value of any stock over a period is affected by many factors, including
the earnings of the company. The earnings of many companies, including Dow,
tend to cycle over time with the general performance of the economy. Dow is
also strongly affected by the fundamentals of supply and demand for certain
products. During the period of 1987 to 1989, the chemical industry was in a
period of short supply of many important products, which allowed high prices
and margins. At this time, Dow set record earnings of $4.31 per share in
1987, and again in 1988 with $8.51 per share, followed by yet another record
in 1989 of $9.20 per share.

The subsequent overbuilding by the industry and a general economic malaise in
key world economies has led to lower prices and margins, as reflected in
Dow's decline in earnings per share: in 1992, before cumulative effect of
accounting change, $.99 per share; in 1993, $2.33 per share; and in 1994,
$3.37 per share. The situation surrounding the petrochemical industry during
the past five years is reflected in the performance of Dow stock in the
five-year chart on the left. That chart begins at the peak of a cycle and
concludes one year after a cyclical low.

The chart on the right compares the cumulative total return to holders of Dow
common stock over the past ten years against the same indices, the S&P 500
and the S&P Chemical Composite Index. As clearly indicated, Dow stock
performed better compared to the indices over a time period that does not
start at a cyclical high point and end during a cyclical low point. The
value of the Dow stock at the end of 1994, with all dividends reinvested, was
550 percent of the original $100 investment a decade earlier.

LEFT HAND CHART
FIVE YEAR
CUMULATIVE TOTAL RETURN

S&P
DOW CHEMICALS S&P 500

1989 $100.00 $100.00 $100.00
1990 $ 70.05 $ 84.91 $ 96.89
1991 $ 83.31 $110.73 $126.42
1992 $ 92.81 $121.25 $136.05
1993 $ 96.38 $135.60 $149.76
1994 $118.69 $156.98 $151.74

SOURCE: ZACHS INVESTMENT RESEARCH

RIGHT HAND CHART
TEN YEAR
CUMULATIVE TOTAL RETURN

S&P
DOW CHEMICALS S&P 500

1984 $100.00 $100.00 $100.00
1985 $157.02 $150.52 $131.73
1986 $231.83 $211.66 $156.32
1987 $365.32 $247.52 $164.53
1988 $366.99 $264.13 $191.86
1989 $464.68 $341.04 $252.66
1990 $325.51 $289.58 $244.80
1991 $387.12 $377.64 $319.39
1992 $431.26 $413.51 $343.73
1993 $447.82 $462.43 $378.38
1994 $551.53 $535.35 $383.37

SOURCE: ZACHS INVESTMENT RESEARCH
<PAGE>
COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors (the "Committee") is
comprised entirely of independent, nonemployee Directors. According to the
Company Bylaws, the Committee is responsible for establishing and
administering compensation policies, plans and programs for Company officers.
In fulfilling this responsibility, the Committee's policy is to provide a
strong, direct link among stockholder value, Company and individual
performance, and executive compensation, as well as to structure sound
compensation programs that attract and retain highly qualified people.

At the end of each year, the Committee asks the Global Compensation and
Benefits staff, in consultation with the Chief Executive Officer and the Vice
President of Human Resources, to present a proposed compensation plan
(together with supporting data and rationale) for each executive officer
named in proxy statement compensation tables. After discussion with the
Chief Executive Officer about the individual performance of the other
executives toward their preestablished goals and their expected future
contributions to the Company, individual compensation plans are established.
The Committee meets alone with the Vice President of Human Resources to
receive similar information on the Chief Executive Officer. The Committee
continually reviews the performance of the CEO and other executive officers
throughout the year, and has final responsibility for determining their
compensation levels.

Dow's policy is to position executive compensation at the median levels of
compensation among those companies with whom we compete for executive talent,
with appropriate variation for individual and Company performance. The
Committee continually compares executive compensation levels and performance
with selected cross-industry groups of other multinational manufacturing
companies of similar size. Note that this is a different group of companies
than those in the graphs on page 9.

For 1994, compensation paid to the Company's executive officers qualified as
fully deductible under applicable tax laws.

THREE COMPENSATION COMPONENTS

Compensation for all executive employees has three components: 1) base
salary, 2) annual award (bonus), and 3) long-term incentives, each explained
more fully below. The Committee evaluates base salaries in accordance with
its policy of focusing on individual performance and competitive market
conditions. The other two, annual awards and long-term incentives, are
designed to increase motivation for implementing and achieving strategic
business objectives. Compensation received from these two latter components
is at risk rather than being assured, and is linked directly to business
results.

1. BASE SALARIES

Base salaries for all Dow employees - including the Company's top executives
- - are based on regularly scheduled comparisons to the competitive
marketplace to assure equitable salary structures. Increases for the
executives named in the proxy statement compensation tables depend on
anticipated median increases in the external comparison group, individual
contributions to Dow's corporate performance, and the executive's relative
position in the compensation range of peers at Dow.

The base pay component of the Chief Executive Officer and other top executive
officers is primarily based on, and is within, the median target range of the
compensation surveys conducted by Dow. In addition, the Committee reviews
their performance against preestablished annual goals. In 1994, the Chief
Executive Officer established five goals and the Committee focused primarily
on the goal to manage Dow's financial performance. Specifically, the
Committee considered net income, earnings per share, and return on
stockholders' equity. Thus, his 1994 base pay was increased to reflect both
this performance and to maintain his base salary within the competitive
range.

In general, the Committee structures the Chief Executive Officer's pay so
that no more than 35 percent of total compensation is base pay and the rest
- - more than 65 percent - is variable or performance-dependent pay. Because
so much is at risk, his compensation can vary considerably from year to year,
which the Committee believes is consistent with stockholders' interests.

It should be noted that both Andrew J. Butler and Joseph L. Downey
relinquished line management responsibilities as part of the Company's
deceleration policy. Pursuant to that policy, Mr. Butler received 90 percent
of the combined bonus and base salary compensation in 1994, which is recorded
solely in the base salary column of the Compensation Table. Mr. Downey
maintained his line responsibility until June so his salary was prorated to
reflect that portion of the year he was a line manager, and the remainder of
the year that he served as a senior consultant. Both remain employees of the
Company.

2. ANNUAL AWARDS (BONUSES)

In 1994, Dow Stockholders passed a proposal to adopt the Executive
Performance Plan (the "Plan") to reconfigure the annual bonus program for the

<PAGE>
COMPENSATION COMMITTEE REPORT (continued)

Company's executive officers in order to serve the dual objectives of
providing maximum incentive value, while preserving the Company's federal
income tax deductions under the 1993 changes to the Internal Revenue Code.
The purpose of this Plan is to recognize and reward on an annual basis the
individual and team performance of executive officers of The Dow Chemical
Company toward the overall productivity of the Company. The Plan covered six
people in 1994.

The Plan sets a minimum performance goal of $700 million of Net Income as
defined in the Plan. If that performance level is achieved, then up to 0.2
percent of Net Income is available to the Compensation Committee for each
executive officer from which to make his or her Executive Performance Award
for that year's service. The Committee also evaluates performance based on
additional preestablished performance factors, including Company performance
by such measures as earnings per common share, the achievement of measurable
individual performance objectives established by the Committee in advance,
and competitive pay practices. Negative discretion may be used by the
Committee to reduce the potential maximum award. Awards may be made in the
form of cash, deferred stock, dividend units or any combination, at the
election of the awardee.

The Compensation Committee determined that the Net Income goal was achieved
in 1994. They also noted the following factors, each of which positively
impacted total return to stockholders:

* an 11 percent increase in sales from 1993;

* an increase in earnings per share from $2.33 in 1993 to $3.37 in 1994;

* an increase in return on stockholders' equity of 3.5 points, to 11.4
percent in 1994; and

* the effective implementation of the global Chemicals and Plastics
strategic direction, inaugurated in 1993.

In view of circumstances and the competitive environment, it is the
Committee's judgment that the annual awards stated in the Summary
Compensation Tables are appropriate and reflect the proper use of negative
discretion.

3. LONG-TERM INCENTIVE COMPENSATION

Long-term incentive compensation is comprised of annual grants of stock-based
awards, designed primarily to motivate executives to improve the long-term
performance of Dow stock and the total return to stockholders. For example,
when stock options are granted, the exercise price is the fair market value
on the grant date. As a result, executives receive future gains from these
options only to the extent the price of Dow stock increases. The Committee
believes that this type of incentive compensation focuses management
attention on long-term financial performance and growth for the Company.

Grants of stock awards are approved by the Compensation Committee after
evaluating the contribution of each executive to the Company's long-term
performance and the importance of his or her responsibilities within the
organization. The Committee evaluated progress on: 1) development of the
Company's vision, mission, philosophy and strategic plans; 2) development
of an effective senior management team and provision of management
succession; and 3) development of total quality management practices and a
continuous improvement process. These factors are listed in order of
relative importance.

In addition, the Committee considered the appropriate mix of short- and
long-term compensation and competitive data from the compensation comparison
groups (to maintain the desired median positioning, adjusted for the fact
that the Company places a larger percentage of total executive compensation
at risk than the other comparison companies). The award for the Chief
Executive Officer was established using similar considerations.

Each year the Committee reviews the desirability of granting stock awards
under the shareholder-approved 1988 Award and Option Plan. As a result of
the recommendations from a 1993 Compensation Audit (discussed in this report
last year), the level of stock options granted in 1994 was reduced from the
1993 level.

COMPENSATION COMMITTEE

Harold T. Shapiro, Chairman
Willie D. Davis
Barbara Hackman Franklin
Paul G. Stern
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth information regarding beneficial ownership,
as defined in Rule 13d-3 of the Securities Exchange Act of 1934, of Dow
common stock, Dow Series A ESOP Convertible Preferred ("Dow preferred")
stock, Marion Merrell Dow Inc. ("MMD") common stock and Destec Energy, Inc.
("Destec") common stock. No Dow Director or officer holds preferred stock of
Destec or rights to acquire Dow preferred, MMD preferred, or Destec common or
preferred stock. The table reports ownership as of January 31, 1995. As of
that date, Directors and officers and their immediate families as a group
beneficially owned less than 0.3 percent of all Dow common stock outstanding
and entitled to vote, and less than 0.1 percent of Dow Series A ESOP
Convertible Preferred stock. No individual candidate or continuing Director
and his or her immediate family beneficially own in excess of 1 percent of
all outstanding Dow common stock. Neither the Company nor any of its
Directors or officers is aware of any person who beneficially owns in excess
of 5 percent of the total outstanding shares of Dow common stock.
<TABLE>
<CAPTION>
Shares of Dow Shares of Dow Rights to Acquire Shares of MMD Shares of Destec
Common Stock Preferred Stock Beneficial Common Stock Common Stock
Beneficially Beneficially Ownership of Beneficially Beneficially
Name Owned* Owned* Dow Common Stock** Owned*** Owned
________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
J.K. Barton 2,000.0
A.J. Butler 40,177.6 (a) 210,079
D.T. Buzzelli 20,080.5 107.9 143,855
F.P. Corson 6,592.9 (a) 106.2 108,750
W.D. Davis 1,800.0
M.L. Dow 377,467.0 (a) (b)
J.L. Downey 24,282.2 (a) 107.9 187,000
E.C. Falla 60,919.1 (a) 107.9 282,500 1,000 (c) (f) 2,000
B.H. Franklin 2,125.0
F.W. Lyons, Jr. 1,500.0 354,842 (c) (e)
W.J. Neely 21,377.7 107.9 30,000 1,000
F.P. Popoff 92,640.3 107.9 782,000 6,000 (c) (f)
H.T. Shapiro 2,168.7
E.J. Sosa 27,716.5 107.9 263,727 1,000 2,000 (d)
W.S. Stavropoulos 33,287.3 107.9 323,725 820 (c) (f)
P.G. Stern 3,500.0 (a)
All Directors
and executive
officers as a
group 717,634.8 861.2 2,331,636 364,662 4,000
All Directors
and officers
as a group 806,070.5 1,260.8 2,880,865 365,662 4,000
</TABLE>
________________________________________________________________________________
[FN]
* In addition to shares held in sole name, this column includes all shares
held by the spouse and other members of the person's immediate family who
share that household with the named person. This column also includes all
shares held in trust for the benefit of the named party or group in The
Dow Chemical Company Salaried Employees' Savings Plan. The named person
may disclaim beneficial ownership of some or all of the shares listed.

** This column includes any shares that the party or group could acquire
through April 1, 1995, by (a) exercise of an option granted by Dow, (b)
distribution of shares under a Deferred Stock Agreement or (c) payment of
any balance due under a subscription under The Dow Chemical Company
1994-95 Employees' Stock Purchase Plan.

***In addition to shares held in sole name, this column includes shares held
in the Marion Merrell Dow Inc. Savings Plan Trust and all shares held by
the spouse and other members of the person's immediate family who share
that household with the named person. The named person may disclaim
beneficial ownership of some or all of the shares listed.

<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT (continued)

(a) Messrs. Butler, Corson, Dow, Downey, Falla and Stern are all members of
the Board's Investment Policy Committee, which shares investment and
voting power over stock held in the Employees' Retirement Plan Trust
("ERP"). As of January 31, 1995, the ERP owned 2,353,785 shares of Dow
common stock subject to investment or voting power by the Investment
Policy Committee. The named individuals, and all other Directors and
officers, disclaim beneficial ownership of Dow common stock owned by the
ERP.

(b) Mr. M. L. Dow is Treasurer and a trustee of The Herbert H. and Grace
A. Dow Foundation, a charitable foundation, that owned 3,579,807 shares
of Dow common stock as of January 31, 1995. He is also a trustee of the
Alden and Vada Dow Fund, a charitable foundation, that owned 30,978
shares of Dow common stock as of January 31, 1995. The Vada B. Dow
Charitable Unitrust, of which Mr. Dow serves as a trustee owned 321,000
shares as of the same date. Mr. Dow disclaims beneficial ownership of
stock owned by all three entities. He is also a trustee of seven other
trusts owning a total of 117,507 shares of Dow common stock as of
January 31, 1995. He disclaims beneficial ownership of the shares in
these seven trusts except 46,517 shares included in the table.

(c) Messrs. Falla, Lyons, Popoff and Stavropoulos are on the boards of Dow
and MMD. As of January 31, 1995, a total of 196,865,790 shares of MMD
stock was held directly or indirectly by Dow. Of those shares,
65,931,690 shares are held directly by Dow. Messrs. Popoff, Falla and
Stavropoulos share voting power of those shares, but they, and all other
Directors and officers, disclaim beneficial ownership of MMD shares
owned by Dow. RH Acquisition Corp., a wholly owned subsidiary of Dow,
owns 55,934,100 shares of MMD. Mr. J. P. Reinhard, an officer of Dow,
shares voting power of those shares, but he, and all Directors and other
officers of Dow, disclaim beneficial ownership of MMD shares owned by RH
Acquisition Corp. 75,000,000 shares of MMD are owned by Dow Holdings
Inc., a wholly owned subsidiary of Dow Financial Holdings Inc., which is
wholly owned by Dow. Messrs. R. L. Kesseler and Reinhard, both officers
of Dow, and Mr. Falla share voting power of those shares, but they, and
all other Directors and officers of Dow, disclaim beneficial ownership
of MMD shares owned by Dow Holdings Inc.

(d) Mr. Sosa is a member of the boards of Dow and Destec. As of January 31,
1995, he has shared voting power over 45,000,000 shares of Destec common
stock owned by Dow. He, and all other Directors and officers of Dow,
disclaim beneficial ownership of Destec shares owned by Dow.

(e) Mr. Lyons also beneficially owns 577 shares of MMD Series A Preferred
Stock and rights to acquire beneficial ownership of 167,785 shares of
MMD common stock through April 1, 1995.

(f) Messrs. Falla, Popoff and Stavropoulos also have rights to acquire 3,000
shares of MMD common stock through April 1, 1995.
_____________________________________________________________________________
<PAGE>
COMPENSATION OF DIRECTORS

Dow Directors who are also Dow employees are not paid any fees or
compensation, as such, for being on the Board or on any Board committee.

Each Dow Director who is not a Dow employee receives an annual retainer of
$32,000 for Board service and an attendance fee of $1,200 plus reasonable
expenses for each Board meeting attended. In addition, such Directors
receive $1,200 plus reasonable expenses for each Board committee meeting,
special committee meeting and for each of the four scheduled quarterly
Business Review meetings attended. The chairmen of the Audit Committee, the
Committee on Directors and the Compensation Committee each receive an
additional annual retainer of $6,000. In addition, any Director who serves
on the Audit Committee or the Committee on Directors receives a $4,000 annual
retainer. The chairmen of the Environmental, Health & Safety Committee; the
Finance Committee; the Investment Policy Committee and the Public Interest
Committee each receive an annual retainer of $3,000. Nonemployee Directors
receive a one-time grant of 1,500 shares of the Company's common stock, and
certificates representing those shares bear a legend with certain transfer
restrictions specified by the Compensation Committee. In 1994, no such
grants were made.

Dow has established a voluntary deferred compensation plan for nonemployee
Directors. Under that plan, a nonemployee Director may elect, prior to the
commencement of any Board year (from election or the Annual Meeting to the
next Annual Meeting), to have all or a specified portion of his or her
retainer and meeting fees credited to a deferred compensation account. At
the election of the Director, this may be a cash account or an account in
units based on the value of Dow common stock. Amounts credited to the
Director's account will accrue interest either equivalent to 125 percent of
the 120-month rolling average of the ten-year U.S. Treasury Note determined
on September 30 of the preceding year, or equivalent to dividends on Dow
common stock. Such deferred amounts will be paid in one to ten installments
at the election of the Director commencing on July 15 following the
Director's termination of Board membership, on the following July 15 or on
July 15 of the calendar year following the Director's 70th birthday. If the
Director remains on the Board beyond his or her 70th birthday, payments shall
start on the July 15 following termination of Board membership.

Dow has also established a pension plan for nonemployee Directors. This plan
is administered by the Compensation Committee. The plan's benefit formula
computes each participant's benefit as 50 percent of his or her highest
consecutive three-year average of annual totals of retainer and meeting fees
earned, multiplied by years of creditable service, multiplied by a monthly
(or annual) annuity factor. Creditable service is limited to ten years and
minimum vesting service is five years. The benefit will be payable in
monthly installments for a period equal to the number of months of service as
a nonemployee Director of Dow, commencing the month following the Director's
retirement. Annual payments of equal total value may be elected in lieu of
monthly installments. In the event of a Director's death, any remaining
benefit payments will be paid to the designated beneficiary.

The Company has established a stock option plan (the "Option Plan") for
nonemployee Directors that provides for grants of ten-year non-qualified
right-to-buy options for the purchase of Dow common stock. Such grants may
be made once every five years, for the ten-year duration of the option plan.
The exercise price is the fair market value on the date of grant, and all
options are subject to a three-year incremental vesting schedule. Size of
the option grants is determined by a fixed formula based on the annual
retainer amount and the price of Dow common stock, and grants are contingent
upon the Director owning increasingly larger amounts of Dow stock. For the
first Option Plan grant in 1994, options for the purchase of 1,550 shares
were granted to participating nonemployee Directors who owned at least 1,500
shares of Dow common stock at the time of the grant. To be eligible to
receive a second grant in five years, these Directors must at that time hold
at least 2,000 shares of Dow common stock.
________________________________________________________________________________
Compensation Committee Interlock and Insider Participation -
W.S. Stavropoulos, a Director and executive officer of the Company, is a
member of the Compensation Committee of Marion Merrell Dow Inc. ("MMD").
Mr. Lyons is a Director and executive officer of MMD and is a Director of Dow.

<PAGE>
PENSION PLANS

Dow provides the Employees' Retirement Plan (the "Retirement Plan") for
employees on its U.S. payroll and for the majority of employees of its wholly
owned U.S. subsidiaries. Because it is a defined benefit plan, the amount of
a retiree's pension is calculated using pay and years of service as an
employee, rather than by the market value of the Retirement Plan's assets, as
in defined contribution plans.

Upon normal retirement at age 65 (or as otherwise provided by the Retirement
Plan), a participant receives an annual pension from the Retirement Plan,
subject to a statutory limitation. The annual pension is 1.6 percent of the
employee's highest average credited compensation for any three consecutive
years since 1961, multiplied by the employee's years of credited service up
to 35 years, and multiplied by one-half of the credited years of service in
excess of 35 years. The Retirement Plan contains a provision for an offset
of the employee's primary Social Security benefit, calculated using the
method specified in the Tax Reform Act of 1986.

Credited compensation for executive officers includes amounts listed in the
Summary Compensation Table in the salary, bonus and deferred stock columns
through December 31, 1993. Effective January 1, 1994, credited compensation
for executive officers includes only base salary plus 75 percent of base
salary.

The following table illustrates the annual pension benefits, including those
from the Executives' Supplemental Plan payable to executive officers,
calculated before the application of an offset of the employee's primary
Social Security benefit. The benefits shown are single-life annuities for
participants who retire at age 65 under the Retirement Plan. While a
single-life annuity provides a higher retiree benefit, pensions with
survivorship provisions are elected by most participants.
<TABLE>
ANNUAL PENSION BENEFITS
<CAPTION>
Average Pay Years of Credited Service
For Pension _______________________________________________________________________
Purposes 15 Yrs. 20 Yrs. 25 Yrs. 30 Yrs. 35 Yrs. 40 Yrs. 45 Yrs.
____________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C>
600,000 144,000 192,000 240,000 288,000 336,000 360,000 384,000
700,000 168,000 224,000 280,000 336,000 392,000 420,000 448,000
800,000 192,000 256,000 320,000 384,000 448,000 480,000 512,000
900,000 216,000 288,000 360,000 432,000 504,000 540,000 576,000
1,000,000 240,000 320,000 400,000 480,000 560,000 600,000 640,000
1,100,000 264,000 352,000 440,000 528,000 616,000 660,000 704,000
1,200,000 288,000 384,000 480,000 576,000 672,000 720,000 768,000
1,300,000 312,000 416,000 520,000 624,000 728,000 780,000 832,000
1,400,000 336,000 448,000 560,000 672,000 784,000 840,000 896,000
1,500,000 360,000 480,000 600,000 720,000 840,000 900,000 960,000
1,600,000 384,000 512,000 640,000 768,000 896,000 960,000 1,024,000
1,700,000 408,000 544,000 680,000 816,000 952,000 1,020,000 1,088,000
</TABLE>
For the persons named in the Summary Compensation Table, the years of
credited service and 1994 compensation covered by the pension plans as of
December 31, 1994, are: Messrs. Popoff - 35.4 years, $1,636,257; Downey -
33.5 years, $673,311; Falla - 27.8 years, $778,743; Sosa - 30.4 years,
$778,743; and Stavropoulos - 27.6 years, $962,514. Mr. Butler participates
in the Swiss Pension Plans, which have different terms than the U.S.
Retirement Plan. His credited service as of December 31, 1994, was 31.25
years and his pensionable salary was 1,293,400 Swiss Francs (approximately
$972,481).

<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>

Long-Term Compensation
_________________________________________
Annual Compensation Awards Payouts
__________________________________ ______________________ _____________
Deferred/
Other Restricted Long-Term
Annual Stock Options/ Incentive All Other
Name and Salary Bonus Compensation Awards SARs Payouts Compensation
Principal Positions Year ($) ($) ($) ($) (a) (# Shares) ($) ($)
_____________________________________________________________________________________________________________

<S> <C> <C> <C> <C> <C> <C> <C> <C>
F.P. POPOFF 1994 935,004 700,000 179 0 140,000 Shares 175,793 (d) 44,684 (e)
Chairman and Chief 1993 890,004 593,750 0 0 175,000 Shares 175,793 (d) 42,572
Executive Officer 1992 800,008 0 0 0 110,000 Shares 175,793 (d) 42,577

A.J. BUTLER 1994 632,607 (b) 0 30,577 (c) 0 0 Shares 89,700 (d) 116,016 (e)
Sr. V.P. and President 1993 465,000 250,000 131,967 (c) 0 65,000 Shares 89,700 (d) 282,983
of Dow Europe S.A. 1992 445,000 0 139,159 (c) 0 50,000 Shares 89,700 (d) 310,917
1/94 - 3/94.
Sr. Consultant 4/94
to date.

J.L. DOWNEY 1994 521,436 (b) 190,000 77 0 45,000 Shares 32,955 (d) 4,540 (e)
Sr. V.P. 1/94 - 6/94. 1993 385,008 228,125 0 0 55,000 Shares 32,955 (d) 6,350
Sr. Consultant 7/94 1992 352,508 0 0 0 35,000 Shares 32,955 (d) 4,928
to date.
Continues as Chairman
of DowBrands Inc. and
DowElanco.

E.C. FALLA 1994 444,996 300,000 7 0 65,000 Shares 64,838 (d) 42,540 (e)
Executive Vice 1993 420,000 250,000 0 0 75,000 Shares 64,838 (d) 38,951
President and Chief 1992 380,004 0 0 0 50,000 Shares 64,838 (d) 38,051
Financial Officer.

E.J. SOSA 1994 444,996 300,000 160 0 55,000 Shares 48,165 (d) 14,040 (e)
Sr. V.P. and 1993 420,000 250,000 25 0 65,000 Shares 48,165 (d) 5,572
President of 1992 327,508 0 0 0 40,000 Shares 48,165 (d) 4,577
Dow North America.

W.S. STAVROPOULOS 1994 550,008 350,000 89 0 75,000 Shares 46,605 (d) 44,040 (e)
President and Chief 1993 500,004 312,500 40 0 85,000 Shares 46,605 (d) 38,956
Operating Officer. 1992 400,008 0 0 0 50,000 Shares 46,605 (d) 30,114
<FN>
</TABLE>

(a) No grants of restricted stock or deferred stock were made during the
reporting period 1992-94. The aggregate deferred stock holding and fair
market value on 12/30/94 are: Messrs. Popoff - 6,750 shares, $451,406;
Butler - 1,800 shares, $120,375; Downey - 4,441 shares, $297,025; Falla
- 3,200 shares, $214,000; Sosa - 1,500 shares, $100,312; Stavropoulos -
2,000 shares, $133,750. Shares are subject to acceleration of vesting
upon a change of control of the Company. Market rate dividends are paid
on shares of deferred stock.

Mr. Butler was issued 24,000 shares of stock from stock options
exercised during 1989; 8,171 shares of stock from stock options
exercised during 1993; and 6,799 shares of stock from stock options
exercised during 1994, all of which are irrevocably restricted as to
transfer. The 12/30/94 value of these shares was $2,606,119.

(b) Represents deceleration salary as adopted by Board resolution of May 5,
1971, as amended. Deceleration salary is initiated at the time a
Director ceases line responsibilities and begins service as a senior
consultant to the Company. Directors are not eligible for bonuses under
the policy for any period of time they are serving in a consultant role.
Deceleration salary is comprised of a percentage of base salary plus
bonus just prior to deceleration. During 1994, Mr. Butler served as a
consultant for nine months and Mr. Downey served as a consultant for six
months. Although 1994 salary as reported in the Summary Compensation
Table appears to have increased significantly in comparison to 1993,
there was a 0 percent increase in the base salary component for Mr.
Butler and a 5.2 percent increase in the base salary component for Mr.
Downey. Deceleration salary is reduced each year until the retirement
of the Director.

(c) Dow's Foreign Service Allowance Program provides compensation to foreign
service employees for taxes in excess of those that would be incurred in
their base country.

(d) This column represents payouts from Dividend Unit awards granted in
prior years.

(e) Other compensation for 1994 is shown in the table below:
<TABLE>

DETAILS OF ALL OTHER COMPENSATION FROM 1994 SUMMARY COMPENSATION TABLE

MMD Personal
Foreign Deferred and Destec Imputed Excess Total
Service Cash Director Income Liability All Other
Allowances Interest Fees Life Ins. Insurance 401(k) Compensation
Name ($) ($) ($) ($) ($) ($) ($)
________________________________________________________________________________________________________

<S> <C> <C> <C> <C> <C> <C>
F.P. Popoff 0 0 40,000 144 940 3,600 44,684

A.J. Butler 105,388 0 0 9,688 940 0 116,016

J.L. Downey 0 0 0 0 940 3,600 4,540

E.C. Falla 0 0 38,000 0 940 3,600 42,540

E.J. Sosa 0 0 9,500 0 940 3,600 14,040

W.S. Stavropoulos 0 0 39,500 0 940 3,600 44,040
</TABLE>
<PAGE>
<TABLE>
OPTION GRANTS IN 1994

Individual Grants
_________________________________________
<CAPTION>

Number of
Securities Potential Realizable Value at Assumed
Underlying Percent of Total Exercise Annual Rates of Stock Price Appreciation
Options Options Granted or Base For 10-Year Option Term (a)
Granted To Employees Price Expiration ________________________________________
Name (#) In Fiscal Year ($/Share) Date 0% ($) 5% ($) 10% ($)
____________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C>
All Stockholders N/A N/A N/A N/A 0 (b) 11,267,001,099 (b) 28,435,764,679 (b)

All Optionees 2,625,150 100.0% $65.0625 3/09/04 0 (c) 107,603,258 (c) 271,570,127 (c)

All Optionees'
Gain as % of All
Stockholders' Gain N/A N/A N/A N/A N/A 1.0% 1.0%
______________________________________________________________________________________________________________

F.P. Popoff 140,000 (d) 5.3% $65.0625 3/09/04 0 5,738,513 14,482,913
A.J. Butler 0
J.L. Downey 45,000 (d) 1.7% $65.0625 3/09/04 0 1,844,522 4,655,222
E.C. Falla 65,000 (d) 2.5% $65.0625 3/09/04 0 2,664,309 6,724,209
E.J. Sosa 55,000 (d) 2.1% $65.0625 3/09/04 0 2,254,416 5,689,716
W.S. Stavropoulos 75,000 (d) 2.9% $65.0625 3/09/04 0 3,074,203 7,758,703
</TABLE>
[FN]
(a) The dollar amounts under these columns are the result of calculations at
0% and at the 5% and 10% rates established by the Securities and
Exchange Commission and, therefore, are not intended to forecast
possible future appreciation, if any, of the Company's stock price. An
alternative formula for a grant date valuation was not used, as the
Company is not aware of any formula that will determine with reasonable
accuracy a present value based on future events or other volatile
factors.

(b) Calculations from the number of shares outstanding on March 9, 1994, the
date of the option grants, at the exercise price of $65.0625 per share.

(c) No gain to the optionees is possible without an appreciation of the
stock price, which will benefit all stockholders commensurately. A zero
percent gain in stock price will result in zero dollars for the optionee.

(d) A single grant made on March 9, 1994, that is exercisable after March 8,
1995.

_____________________________________________________________________________
<TABLE>
AGGREGATED OPTION EXERCISES IN 1994
AND DECEMBER 30, 1994 OPTION VALUES
<CAPTION>
Number of Number of Securities
Securities Underlying Value Underlying Unexercised Options Value of Unexercised, In-the-
Options Exercised Realized at 12/30/94 (#) Money Options at 12/30/94 ($)
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
_______________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
F.P. Popoff 35,000 1,374,482 642,000 140,000 7,918,179 253,750
A.J. Butler 25,000 468,750 210,079 0 1,712,811 0
J.L. Downey 27,000 602,438 142,000 45,000 1,362,281 81,563
E.C. Falla 20,000 697,500 217,500 65,000 2,029,375 117,813
E.J. Sosa 12,773 443,574 208,727 55,000 2,632,057 99,688
W.S. Stavropoulos 10,775 372,636 248,725 75,000 3,135,428 135,938

12/30/94 Fair Market Value = $66.875
</TABLE>
<PAGE>
<TABLE>
LONG-TERM INCENTIVE PLAN AWARDS IN 1994
<CAPTION>

Estimated Future Payouts
Under Nonstock Price Based Plans
No. of Shares, Performance or _____________________________________
Units or Other Period until Threshold Target Maximum
Name Other Rights Maturation or Payout (a) # Shares # Shares # Shares
_______________________________________________________________________________________________

<S> <C> <C> <C> <C> <C>
F.P. Popoff 0 - 0 0 0

A.J. Butler 0 - 0 0 0

J.L. Downey 0 - 0 0 0

E.C. Falla 5,000 1995-97 0 5,000 5,000

E.J. Sosa 0 - 0 0 0

W.S. Stavropoulos 0 - 0 0 0

</TABLE>
[FN]
(a) Payment is contingent upon Dow achieving a cumulative earnings per share
(EPS) target for 1995 through 1997. The deferred stock grant will be
made early in 1998 if the EPS goal is met. No grant will be made for
cumulative EPS less than a threshold amount and the number of shares
awarded will be prorated for cumulative EPS between the threshold and
target EPS goal. Deferred shares granted from this long-term incentive
program will be held on Company books until January 31 of the year
following Mr. Falla's retirement. Dividend equivalents will be paid on
any shares ultimately granted beginning in April 1998 through the
postretirement delivery.

_______________________________________________________________________________

CERTAIN LEGAL PROCEEDINGS

The section entitled "Certain Legal Proceedings" is current as of March 13,
1995, the date of printing.

The Company and Corning Incorporated ("Corning") are each 50 percent
shareholders in Dow Corning Corporation ("Dow Corning"). Dow Corning, and in
many cases the Company and Corning as well, have been sued in a number of
individual and class actions by plaintiffs seeking damages, punitive damages
and injunctive relief in connection with injuries purportedly resulting from
alleged defects in silicone breast implants. In addition, certain
shareholders of the Company have filed separate consolidated class action
complaints alleging that the Company, Dow Corning or some of their respective
Directors violated duties imposed by the federal securities laws regarding
disclosure of alleged defects in silicone breast implants. The Company and
one of its former officers have also been sued in two separate class action
complaints alleging that the defendants violated duties imposed by the
federal securities laws regarding disclosure of information material to a
reasonable investor's assessment of the magnitude of the Company's exposure
to direct liability in silicone breast implant litigation. In a separate
action, a Corning shareholder has sued certain Dow Corning Directors
(including three current Company Directors and two former Company Directors)
alleging breaches of state law duties relating to the manufacture and
marketing of silicone breast implants and seeking to recover unquantified
money damages derivatively on Corning's behalf.

Two separate derivative actions have been brought in the federal court,
Southern District of New York, by Company shareholders purportedly on the
Company's behalf. In Kas, et al. v. Butler, et al., two Company shareholders
brought suit in 1992, naming as defendants all persons who were serving the
Company as Directors on December 31, 1990, certain Dow Corning Directors, Dow
Corning, Corning and certain Dow Corning officers, seeking derivatively on
the Company's behalf unquantified money damages. In Rubinstein, et al. v.
Ludington, et al., four Company shareholders brought suit in 1992, naming as
defendants Dow Corning's Directors (Messrs. Falla, Popoff and Stavropoulos)
who were also Company Directors and three former Company Directors, also
seeking derivatively on the Company's behalf unquantified money damages.
Plaintiffs in both cases subsequently made demands that the Company's Board
bring suit on behalf of the Company. After the Board rejected those demands,
the plaintiffs refiled their complaints alleging that the demands were
wrongfully rejected.

It is impossible to predict the outcome of each of the above described legal
actions. However, it is the opinion of the Company's management that the
possibility that these actions will have a material adverse impact on the
Company's consolidated financial statements is remote, subject to the effects
described below.

In September 1993, Dow Corning announced the possibility of a global
settlement concerning the silicone breast implant matter. In January 1994,
Dow Corning announced a pretax charge of $640 million ($415 million after
tax) for the fourth quarter of 1993. In January 1995, Dow Corning announced
a pretax charge of $241 million ($152 million after tax) for the fourth
quarter of 1994. These charges included Dow Corning's best estimate of its
potential liability for breast implant litigation based on the Settlement
Agreement (defined below); litigation and claims outside the Settlement
Agreement; and provisions for legal, administrative and research costs
related to breast implants. The charges for 1993 and 1994 included pretax

<PAGE>
CERTAIN LEGAL PROCEEDINGS (continued)

amounts of $1,240 million and $441 million, respectively, less expected
insurance recoveries of $600 million and $200 million, respectively. The
1993 amounts reported by Dow Corning were determined on a present value
basis. On an undiscounted basis, the estimated liability above for 1993 was
$2,300 million less expected insurance recoveries of $1,200 million. As a
result of the Dow Corning actions, the Company recorded its 50 percent share
of the charges, net of tax benefits available to the Company. The impact on
the Company's net income was a charge of $192 million for 1993 and a charge
of $70 million for 1994.

On March 23, 1994, Dow Corning, along with other defendants and
representatives of breast implant litigation plaintiffs, signed a Breast
Implant Litigation Settlement Agreement (the "Settlement Agreement"). The
Settlement Agreement was approved by Dow Corning's Board of Directors on
March 28, 1994. Under the Settlement Agreement, industry participants (the
"Funding Participants") would contribute up to approximately $4.2 billion
over a period of more than thirty years to establish several special purpose
funds. The Company is not a Funding Participant and is not required to
contribute to the settlement. The Settlement Agreement, if implemented,
provides for a claims-based structured resolution of claims arising out of
silicone breast implants and defines periods during which breast implant
plaintiffs may "opt out" of the class subject to the settlement by electing
not to settle their claims by way of the Settlement Agreement and instead
continuing their individual breast implant litigation against manufacturers
and other defendants, including the Company. In certain circumstances, if
any defendant who is a Funding Participant considers the number of plaintiffs
who have opted out and maintained lawsuits against such defendant to be
excessive, such defendant may withdraw from participation in the Settlement
Agreement. Pursuant to the Settlement Agreement, any plaintiff who
participates in the settlement releases the Company from any breast implant
related liability.

On April 1, 1994, the U.S. District Court for the Northern District of
Alabama (the "Court") preliminarily approved the Settlement Agreement. A
Court-supervised fairness review process of the Settlement Agreement was
completed on August 22, 1994. The Settlement Agreement received final
approval by the Court on September 1, 1994. The Court's final approval of
the Settlement Agreement has been appealed to the U.S. Court of Appeals for
the Eleventh Circuit.

Various preliminary estimates of the aggregate number of plaintiffs who have
indicated an intent to opt out of the settlement (the "Opt Out Plaintiffs")
have been made public. Dow Corning has reported that since July 1, 1994,
many initial Opt Out Plaintiffs with claims against Dow Corning have rejoined
the settlement. The Court is continuing to collect information relating to
the number of Opt Out Plaintiffs. Dow Corning will continue to evaluate the
nature and scope of the current or potential future claims of these Opt Out
Plaintiffs. Opt Out Plaintiffs were able to rejoin the settlement until the
March 1, 1995 date established by the Court.

The date by which Dow Corning was required to decide whether to remain as a
participant in or to exercise the first of its options to withdraw from the
Settlement Agreement was extended to September 9, 1994. On September 8,
1994, Dow Corning's Board of Directors approved Dow Corning's continued
participation in the Settlement Agreement. Initial claims were required to
be filed with the Court by September 16, 1994. After these claims and the
supporting medical records have been evaluated by the Court for validity,
eligibility, accuracy, and consistency, the Court will determine whether
contributions to the settlement are sufficient to pay validated claims. The
date by which this process will be completed is uncertain. If contributions
are not sufficient, claimants with validated claims may have the ability to
become Opt Out Plaintiffs during another specified period. In that event, if
any defendant who is a Funding Participant considers the number of new Opt
Out Plaintiffs to be excessive, such defendant may decide to exercise a
second option to withdraw from participation in the Settlement Agreement.
There can be no assurance that Dow Corning will not withdraw from
participation in the Settlement Agreement.

Dow Corning has reported that, as additional facts and circumstances develop,
the estimate of its potential liability may be revised, or provisions may be
necessary to reflect any additional costs of resolving breast implant
litigation and claims not covered by the settlement. Any future charge by
Dow Corning resulting from a revision or provision, if required, could have a
material adverse impact on the Company's net income for the period in which
it is recorded by Dow Corning, but would not have a material adverse impact
on the Company's consolidated cash flows or financial position.

As to breast implant product liability claims that continue to be asserted
against Dow Corning (as opposed to the Company), any loss to the Company
would be limited to the diminution in the value of the Company's investment
in Dow Corning, which totaled $337 million as of December 31, 1994, that
would be caused by charges taken against income by Dow Corning in connection
with these claims. The Company believes that Dow Corning is defending these
claims vigorously.

The Company is separately named as a defendant in a total of 12,395 breast
implant product liability cases. In these situations, plaintiffs have
alleged that the Company should be liable for Dow Corning's alleged torts
based on the Company's 50 percent stock ownership in Dow Corning and that the

<PAGE>
CERTAIN LEGAL PROCEEDINGS (continued)

Company should be liable by virtue of alleged "direct participation" by the
Company or its agents in Dow Corning's breast implant business. These
latter, direct participation claims include counts sounding in fraud, aiding
and abetting, conspiracy and negligence.

On December 1, 1993, Federal District Court Judge Sam C. Pointer, Jr.,
dismissed the Company from more than 3,000 (4,945 as of February 28, 1995)
federal product liability cases involving silicone breast implants. The Opt
Out Plaintiffs who have sued in federal courts are bound by this decision
unless it is later vacated. Judge Pointer had been appointed by the Federal
Judicial Panel on Multidistrict Litigation to oversee all of the silicone
breast implant cases filed in the U.S. federal courts. In his ruling, Judge
Pointer stated that the Company is a separate, independent company and has no
legal responsibility for Dow Corning's breast implant business activities.
He further held that the Company is not liable for any actions allegedly
taken independent of its role as a shareholder of Dow Corning. Judge Pointer
stated that there was "no evidence" to indicate the Company "had any special
knowledge about the alleged risks and hazards of silicone" or that the
Company did anything improper. Judge Pointer also held that he would
reconsider his ruling if new facts emerge or if the law changes in one or
more states. Certain new facts have emerged since Judge Pointer's ruling.
Plaintiffs have asked the Court to vacate its ruling based on those facts.
The Company does not believe these facts are material and has asked that the
Court's December 1, 1993 ruling be made final. In separate similar rulings,
the Company has been dismissed from 4,076 cases brought in the state courts
of California, Indiana, Michigan, New Jersey, New York and Pennsylvania as to
all claims against it. The California ruling has been appealed. The Company
remains a defendant in 3,374 product liability cases brought in state courts
and continues to be named as a defendant as additional cases are filed in
various courts.

On November 3, 1994, Judge Michael Schneider, presiding in the consolidated
breast implant cases in Harris County, Texas, granted in part and denied in
part the Company's motion for summary judgment. Judge Schneider granted the
Company's motion as to (i) all claims based on the Company's status as a
shareholder of Dow Corning, (ii) the claim that the Company was liable in
negligence for failing to supervise Dow Corning, and (iii) the plaintiffs'
licensor-licensee claim. Judge Schneider denied the Company's motion with
regard to plaintiffs' claims sounding in fraud, aiding and abetting,
conspiracy, certain negligence claims and a claim brought under the Texas
Deceptive Trade Practices Act. As a result, the Company remains a defendant
as to such claims in 2,331 cases pending in Harris County litigation. In
those cases, the Company has filed cross-claims against Dow Corning on the
ground that if the Company and Dow Corning are found jointly and severally
liable, Dow Corning should bear appropriate responsibility for the injuries
caused by its product. In addition, the Company has filed claims with its
insurance carriers to recover in the event it is held liable in the Harris
County (or any other) breast implant litigation.

The first of the Harris County cases went to trial in November 1994, and the
jury returned a verdict on February 15, 1995. At the conclusion of the
presentation of the evidence, plaintiffs voluntarily withdrew their fraud and
Deceptive Trade Practices Act claims against the Company. The jury reached a
verdict dismissing the Company from all liability with respect to one
plaintiff. As to the second plaintiff, the jury found for the Company in
plaintiff's conspiracy, concert of action and negligence counts. The jury
also found the Company jointly and severally liable with Dow Corning in the
amount of $5.23 million for having given Dow Corning "substantial
encouragement or assistance" in marketing breast implants that had not been
first adequately tested. The jury allocated the Company's responsibility for
plaintiff's damages at 20%. The Company has filed a motion with Judge
Schneider requesting a judgment notwithstanding the verdict and will appeal
any unfavorable ruling. It is impossible to predict the outcome or to
estimate the cost to the Company of resolving this action or any of the other
cases in Harris County.

In an order dated December 1, 1994, Judge Frank Andrews, presiding in the
consolidated breast implant cases in Dallas County, Texas, indicated that he
had granted the Company's motion for summary judgment "on all causes of
action other than conspiracy and strict liability as a component parts
supplier." As a result, the Company remains a defendant as to such claims in
116 cases pending in Dallas County. It is impossible to predict the outcome
or to estimate the cost to the Company of resolving these actions.

It is the opinion of the Company's management that the possibility that
plaintiffs will prevail on the theory that the Company should be liable in
the breast implant litigation because of its shareholder relationship with
Dow Corning is remote. It is further the opinion of the Company's management
that the possibility that a resolution of plaintiffs' direct participation
claims would materially impact the Company's consolidated financial
statements is remote.

The Company was informed by Dow Corning that it had received a request dated
July 9, 1993, from the Boston Regional office of the Securities and Exchange
Commission for certain documents and information related to silicone breast
implants. The request states that the Boston Regional Office is conducting
an informal investigation which "concerns Dow Corning, its subsidiary Dow
Corning Wright (`DCW'), and parent corporations Dow Chemical Co. and Corning
Inc."

<PAGE>
GENERAL INFORMATION

Dividend Reinvestment Program Shares and Dow Employees' Savings Plan Shares

If you are enrolled in the Dividend Reinvestment Program, the enclosed proxy
form indicates the shares of common stock owned on the record date by you
directly, plus all shares of common stock held for you in the Dividend
Reinvestment Program. Society National Bank ("Society"), as your agent,
will vote any shares of stock held in your Dividend Reinvestment Account.
If no specific instruction is given on an executed proxy, Society will vote
as recommended by the Board of Directors.

Separate "Confidential Voting Instructions" forms are being sent to current
or former Dow employees enrolled in either the Dow Hourly or Salaried
Employees' Savings Plan, covering all shares of common and preferred stock
held for you in the plan on the record date. Your executed proxy will
provide voting instructions to Key Trust Company of Ohio, N.A. (formerly
Society National Bank), custodian for the Plans' trustee. If not all the
Savings Plans' voting instructions are returned, the custodian will vote all
the shares of common stock for each Plan in the same proportion as the shares
for which signed instructions are received.

Future Stockholder Proposals

If you wish to submit a proposal to be considered for inclusion in the proxy
material for the next Annual Meeting, please send it to the Secretary, The
Dow Chemical Company, 2030 Dow Center, Midland, MI 48674. Under the rules of
the Securities and Exchange Commission, proposals must be received no later
than November 22, 1995, to be eligible for inclusion in the 1996 Annual
Meeting proxy statement.

Nominations for Director

The Committee on Directors will continue its long-standing practice of
accepting shareholders' suggestions on candidates to consider as potential
Board members, as part of the Committee's periodic review of the size and
composition of the Board and its Committees. Such recommendations may be
sent to the Committee on Directors through the Company Secretary at The Dow
Chemical Company, 2030 Dow Center, Midland, MI 48674.

Under the Company's Bylaws, stockholders wishing to formally nominate a
person for election as a Director must notify the Secretary of the Company at
the address above in writing not less than 90 days before the Annual Meeting.
Such notices must comply with the provisions set forth in the Bylaws. A copy
of the relevant provisions in the Bylaws will be sent without charge to any
stockholder who requests it in writing. Such requests should be addressed to
the Secretary, at the address above.

Report to Stockholders

The Dow annual report, including financial statements, is mailed to all
stockholders, unless instructions have been given to eliminate duplicate
mailings of the annual report to a single household. A copy of Dow's annual
report on Form 10-K filed with the Securities and Exchange Commission will be
sent without charge to any stockholder who requests it in writing. Such
requests should be addressed to the Secretary, The Dow Chemical Company, 2030
Dow Center, Midland, MI 48674.

Other Matters

The Board does not intend to present any business at the meeting not
described in this proxy statement. If any other proposal should be presented
at the meeting, and it is a matter that can properly come before the meeting,
the representatives of the Board named in the enclosed proxy form intend to
vote your proxy in accordance with their best judgment.

/s/ Donna J. Roberts
Midland, Michigan Donna J. Roberts
March 22, 1995 Secretary

<PAGE>
APPENDIX

List Of Photos Of Directors and Omitted Graphics

Photo 1 Photograph of Enrique C. Falla

Photo 2 Photograph of Fred W. Lyons, Jr.

Photo 3 Photograph of Frank P. Popoff

Photo 4 Photograph of Enrique J. Sosa

Photo 5 Photograph of William S. Stavropoulos

Photo 6 Photograph of Jacqueline K. Barton

Photo 7 Photograph of Andrew J. Butler

Photo 8 Photograph of David T. Buzzelli

Photo 9 Photograph of Fred P. Corson

Photo 10 Photograph of Willie D. Davis

Photo 11 Photograph of Michael L. Dow

Photo 12 Photograph of Joseph L. Downey

Photo 13 Photograph of Barbara Hackman Franklin

Photo 14 Photograph of William J. Neely

Photo 15 Photograph of Harold T. Shapiro

Photo 16 Photograph of Paul G. Stern

PERFORMANCE GRAPHS - Values provided for EDGAR only but shareholders given
line graph.

A. Five-Year Cumulative Total Return

B. Ten-Year Cumulative Total Return

<PAGE>
The Dow Chemical Company

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Enrique C. Falla, Barbara Hackman Franklin
and Paul G. Stern, jointly and severally, proxies, with full power of
substitution, to vote all the shares of common stock of THE DOW CHEMICAL
COMPANY that the undersigned may be entitled to vote at the Annual Meeting of
Stockholders to be held at the Midland Center for the Arts, Midland,
Michigan, on Thursday, May 11, 1995, at 2 p.m., and at any adjournment
thereof, on the following matters and upon such other business as may
properly come before the meeting.

SUCH PROXIES ARE DIRECTED TO VOTE AS SPECIFIED BELOW, OR IF NO SPECIFICATION
IS MADE, FOR THE ELECTION OF FIVE DIRECTORS, FOR AGENDA ITEM 2 AND TO VOTE IN
ACCORDANCE WITH THEIR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING. TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS'
RECOMMENDATIONS, JUST SIGN AND DATE - NO BOXES NEED TO BE CHECKED.

You may specify your choices by marking the appropriate boxes, but you need
not mark any boxes if you wish to vote in accordance with the Board of
Directors' recommendations. In either case, be sure to sign and date this
form before returning in the enclosed envelope.

PROXY VOTING FORM

THE DOW CHEMICAL COMPANY

This proxy when properly executed will be voted in the manner directed herein
by the undersigned. If no direction is made, this proxy will be voted FOR
the election of all the Candidates listed and FOR Agenda Item 2. The proxies
are authorized to vote in accordance with their discretion on such other
matters as may properly come before the meeting. The undersigned hereby
revokes all proxies heretofore given by the undersigned to vote at said
meeting or any adjournments thereof.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR AGENDA ITEMS 1 AND 2:

PLEASE MARK ALL CHOICES LIKE THIS X

Agenda Item 1: The election of five Directors: Enrique C. Falla; Fred W.
Lyons, Jr.; Frank P. Popoff; Enrique J. Sosa; William S. Stavropoulos.

FOR __________ WITHHOLD __________
all candidates for all Candidates.
(except as marked
to the contrary on the far right).

TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL CANDIDATE(S), PRINT THE
NAME(S) ON THE LINE BELOW:

_________________________________________________________________

Agenda Item 2: Ratification of the selection of Deloitte and Touche LLP as
Dow's independent auditors for 1995.

FOR AGAINST ABSTAIN

_____ _______ ________

Signature _______________________ Date ___________________

Please sign exactly as name(s) appear(s) to the left. Joint owners should
each sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.

If you have any comments, please write to Donna J. Roberts, Secretary, The
Dow Chemical Company, 2030 Dow Center, Midland, MI 48674.

<PAGE>
March 22, 1995

ADDRESS LINE
ADDRESS LINE
ADDRESS LINE
ADDRESS LINE

Dear Dow Stockholder:

You are cordially invited to attend the 98th Annual Meeting of Stockholders
of The Dow Chemical Company. It will be held on Thursday, May 11, 1995, at
2 p.m., at the Midland Center for the Arts, 1801 West St. Andrews, Midland,
Michigan. The Annual Meeting includes a report on Company operations as well
as votes on the matters set forth in the accompanying Notice of Annual
Meeting and Proxy Statement and on other business matters properly brought
before the meeting.

We hope that you will be able to come to the meeting in person. Whether or
not you plan to attend, you can be sure your shares are voted at the meeting
as you instruct by promptly completing the confidential voting form below and
returning it in the enclosed envelope. Directions for completing the form
are on the reverse side.

A ticket is required for admission to the Annual Meeting. Your ticket is on
the reverse side of this letter. To attend the Annual Meeting, you need only
check the box on the proxy voting form below to validate your ticket to
indicate you plan to attend. Please keep the ticket, bring it with you to
the Annual Meeting and present it at the door.

Cordially,

/s/Donna J. Roberts

Donna J. Roberts
Secretary

SEE DIRECTIONS FOR COMPLETION ON THE REVERSE SIDE.

PROXY VOTING FORM

THE DOW CHEMICAL COMPANY

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR AGENDA ITEMS 1 AND 2:

PLEASE MARK ALL CHOICES LIKE THIS X

Agenda Item 1: The election of five Directors: Enrique C. Falla; Fred W.
Lyons, Jr.; Frank P. Popoff; Enrique J. Sosa; William S. Stavropoulos.

FOR __________ WITHHOLD __________
all candidates for all Candidates.
(except as marked to the
contrary on the far right).

TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL CANDIDATE(S) PRINT THE
NAME(S) ON THE LINE BELOW:
_________________________________________________________________

Agenda Item 2: Ratification of the selection of Deloitte and Touche LLP as
Dow's independent auditors for 1995.

FOR AGAINST ABSTAIN
_____ _______ ________

Check here to validate your ticket if you plan to attend the Annual
Meeting. _____

Change of address and/or comments on the reverse side. _____

Signature _______________________ Date ___________________

Please sign exactly as name(s) appear(s) to the right. Joint owners should
each sign. When signing as an attorney, executor, administrator, trustee or
guardian, please give full title as such.

<PAGE>

The Dow Chemical Company

1995 ANNUAL MEETING OF STOCKHOLDERS

Midland Center for the Arts
1801 West St. Andrews at Eastman Avenue
Midland, Michigan
May 11, 1995
2 p.m.

ADMITTANCE TICKET

This ticket entitles the stockholder(s) listed on the reverse side to attend
the 1995 Dow Annual Meeting of Stockholders.

This ticket is not transferable.

Doors will open at 12:30 p.m.

Cameras and recording devices are not permitted at the Meeting.
Hearing amplification devices will be available.

1995 ANNUAL MEETING OF STOCKHOLDERS

The Dow Chemical Company

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

SUCH PROXIES ARE DIRECTED TO VOTE AS SPECIFIED ON THE REVERSE SIDE, OR IF NO
SPECIFICATION IS MADE, FOR THE ELECTION OF FIVE DIRECTORS AS LISTED BELOW,
FOR AGENDA ITEM 2 AND TO VOTE IN ACCORDANCE WITH THEIR DISCRETION ON SUCH
OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS, JUST SIGN AND DATE ON THE
REVERSE SIDE - NO VOTING BOXES NEED TO BE CHECKED.

Agenda Item 1: The election of five Directors: Enrique C. Falla; Fred W.
Lyons, Jr.; Frank P. Popoff; Enrique J. Sosa; William S. Stavropoulos.

Agenda Item 2: Ratification of the selection of Deloitte and Touche LLP as
Dow's independent auditors for 1995.

You may specify your choices by marking the appropriate boxes, SEE REVERSE
SIDE, but you need not mark any voting boxes if you wish to vote in
accordance with the Board of Directors' recommendations. The Proxy Committee
cannot vote your shares unless you sign, date and return this card.

Remember to check the box to validate your ticket if you plan to attend the
Annual Meeting.

Please sign, date and promptly return this proxy form in the enclosed
envelope to the tabulating agent, ADP Proxy Services, P.O. Box 9116,
Farmingdale, NY 11735.

Change of Address or Comments
__________________________________________________________
__________________________________________________________
__________________________________________________________

Please check the box on the other side if you have written any comments or a
change of address above.

Sign and date on other side.

<PAGE>

April 21, 1995

ADDRESS LINE
ADDRESS LINE
ADDRESS LINE
ADDRESS LINE

Dear Dow Stockholder:

We have not yet received your proxy voting form for the Annual Meeting of
Stockholders of The Dow Chemical Company to be held on Thursday, May 11,
1995. The duplicate proxy below is being sent to you in case you have
misplaced the original. We urge you to execute either the original or this
duplicate and to return it promptly in the enclosed envelope.

We want to be sure every stockholder has the opportunity to be represented at
the meeting. We appreciate your cooperation.

Cordially,

/s/Donna J. Roberts

Donna J. Roberts
Secretary

SEE DIRECTIONS FOR COMPLETION ON THE REVERSE SIDE.

PROXY VOTING FORM

THE DOW CHEMICAL COMPANY

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR AGENDA ITEMS 1 AND 2:

PLEASE MARK ALL CHOICES LIKE THIS X

Agenda Item 1: The election of five Directors: Enrique C. Falla; Fred W.
Lyons, Jr.; Frank P. Popoff; Enrique J. Sosa; William S. Stavropoulos.

FOR __________ WITHHOLD __________
all candidates for all Candidates.
(except as marked to the
contrary on the far right).

TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL CANDIDATE(S) PRINT THE NAME
(S) ON THE LINE BELOW:
_________________________________________________________________

Agenda Item 2: Ratification of the selection of Deloitte and Touche LLP as
Dow's independent auditors for 1995.

FOR AGAINST ABSTAIN
_____ _______ ________

Check here to validate your ticket if you plan to attend the Annual
Meeting. _____

Change of address and/or comments on the reverse side. _____

Signature _______________________ Date ___________________

Please sign exactly as name(s) appear(s) to the right. Joint owners should
each sign. When signing as an attorney, executor, administrator, trustee or
guardian, please give full title as such.

<PAGE>

The Dow Chemical Company

1995 ANNUAL MEETING OF STOCKHOLDERS

Midland Center for the Arts
1801 West St. Andrews at Eastman Avenue
Midland, Michigan
May 11, 1995
2 p.m.

ADMITTANCE TICKET

This ticket entitles the stockholder(s) listed on the reverse side to attend
the 1995 Dow Annual Meeting of Stockholders.

This ticket is not transferable.

Doors will open at 12:30 p.m.

Cameras and recording devices are not permitted at the Meeting.
Hearing amplification devices will be available.

1995 ANNUAL MEETING OF STOCKHOLDERS

The Dow Chemical Company

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

Agenda Item 1: The election of five Directors: Enrique C. Falla; Fred W.
Lyons, Jr.; Frank P. Popoff; Enrique J. Sosa; William S. Stavropoulos.

Agenda Item 2: Ratification of the selection of Deloitte and Touche LLP as
Dow's independent auditors for 1995.

You may specify your choices by marking the appropriate boxes, SEE REVERSE
SIDE, but you need not mark any voting boxes if you wish to vote in
accordance with the Board of Directors' recommendations. The Proxy
Committee cannot vote your shares unless you sign, date and return this card.

Remember to check the box to validate your ticket if you plan to attend the
Annual Meeting.

Please sign, date and promptly return this proxy form in the enclosed
envelope to the tabulating agent, ADP Proxy Services, P.O. Box 9116,
Farmingdale, NY 11735.

Please check the box on the other side if you have written any comments or a
change of address above.

Sign and date on other side.

<PAGE>
March 22, 1995

ADDRESS LINE
ADDRESS LINE
ADDRESS LINE
ADDRESS LINE

Dear Dow Stockholder:

We hope that you will be able to come to the meeting in person. Whether or
not you plan to attend, you can be sure your Employees' Savings Plan shares
are voted at the meeting as you instruct by promptly completing the
confidential voting instruction form below and returning it in the enclosed
envelope. Your vote will be seen only by authorized personnel of Key Trust
Company of Ohio, N.A. (formerly Society National Bank), and its agents. For
additional information on the voting of shares in this Plan, see the reverse
side and the accompanying proxy statement.

A ticket is required for admission to the Annual Meeting. Your ticket is on
the reverse side of this letter. To attend the Annual Meeting, you need only
check the box on the voting instruction form below to validate your ticket to
indicate you plan to attend. Please keep the ticket, bring it with you to the
Annual Meeting and present it at the door.

Cordially,

/s/

Donna J. Roberts
Secretary

SEE DIRECTIONS FOR COMPLETION ON THE REVERSE SIDE.

VOTING INSTRUCTION FORM

THE DOW CHEMICAL COMPANY

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR AGENDA ITEMS 1 AND 2:

PLEASE MARK ALL CHOICES LIKE THIS X

Agenda Item 1: The election of five Directors: Enrique C. Falla; Fred W.
Lyons, Jr.; Frank P. Popoff; Enrique J. Sosa; William S. Stavropoulos.

FOR __________ WITHHOLD __________
all candidates for all Candidates.
(except as marked to the
contrary on the far right).

TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL CANDIDATE(S) PRINT THE
NAME(S) ON THE LINE BELOW:
_________________________________________________________________

Agenda Item 2: Ratification of the selection of Deloitte and Touche LLP as
Dow's independent auditors for 1995.

FOR AGAINST ABSTAIN
_____ _______ ________

Check here to validate your ticket if you plan to attend the Annual
Meeting. _____

Change of address and/or comments on the reverse side. _____

Signature _______________________ Date ___________________

<PAGE>

The Dow Chemical Company

1995 ANNUAL MEETING OF STOCKHOLDERS

Midland Center for the Arts
1801 West St. Andrews at Eastman Avenue
Midland, Michigan
May 11, 1995
2 p.m.

ADMITTANCE TICKET

This ticket entitles the stockholder(s) listed on the reverse side to attend
the 1995 Dow Annual Meeting of Stockholders.

This ticket is not transferable.

Doors will open at 12:30 p.m.

Cameras and recording devices are not permitted at the Meeting.
Hearing amplification devices will be available.

1995 ANNUAL MEETING OF STOCKHOLDERS
The Dow Chemical Company

CONFIDENTIAL VOTING INSTRUCTIONS
TO: KEY TRUST COMPANY OF OHIO, N.A. ("KEY TRUST")
AS AGENT FOR THE TRUSTEE UNDER THE DOW HOURLY EMPLOYEES' SAVINGS PLAN

The undersigned hereby directs Key Trust to vote all shares of common stock
of THE DOW CHEMICAL COMPANY credited to the undersigned's account in the
Hourly Employees' Savings Plan (the "Plan") as of the record date for the
Annual Meeting of Stockholders of The Dow Chemical Company to be held at the
Midland Center for the Arts, Midland, Michigan, on May 11, 1995, at 2 p.m.,
and at any adjournment thereof, on the following matters and upon such other
business as may properly come before the meeting. The Company has instructed
Key Trust and its agents not to disclose to anyone associated with Dow how
individuals in this Plan have voted.

KEY TRUST IS DIRECTED TO VOTE AS SPECIFIED ON THE REVERSE SIDE, OR IF NO
SPECIFICATION IS MADE, FOR THE ELECTION OF FIVE DIRECTORS, FOR AGENDA ITEM 2
AND TO VOTE IN ACCORDANCE WITH ITS DISCRETION ON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING. TO VOTE IN ACCORDANCE WITH THE BOARD OF
DIRECTORS' RECOMMENDATIONS, JUST SIGN AND DATE ON THE REVERSE SIDE - NO
VOTING BOXES NEED TO BE CHECKED. IN ACCORDANCE WITH THE TERMS OF THE PLAN,
KEY TRUST SHALL VOTE ALL COMMON SHARES IN THE ACCOUNTS OF PLAN MEMBERS WHO
FAIL TO SIGN AND RETURN THESE INSTRUCTIONS IN THE SAME PROPORTION AS THE
SHARES IN THE ACCOUNTS OF MEMBERS WHO HAVE DIRECTED IT.

Remember to check the box to validate your ticket if you plan to attend the
Annual Meeting.

Please sign, date and promptly return this confidential voting form in the
enclosed envelope to the Plan's tabulating agent, ADP Proxy Services, P.O.
Box 9116, Farmingdale, NY 11735. Additional information concerning the
voting of shares held in accounts under this Plan appears in the accompanying
proxy statement.

Please check the box on the other side if you have written any comments or a
change of address above.

Sign and date on other side.
<PAGE>

March 22, 1995

ADDRESS LINE
ADDRESS LINE
ADDRESS LINE
ADDRESS LINE

Dear Dow Stockholder:

Cordially,

/s/Donna J. Roberts

Donna J. Roberts
Secretary

SEE DIRECTIONS FOR COMPLETION ON THE REVERSE SIDE.

VOTING INSTRUCTION FORM

THE DOW CHEMICAL COMPANY

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR AGENDA ITEMS 1 AND 2:

PLEASE MARK ALL CHOICES LIKE THIS X

Agenda Item 1: The election of five Directors: Enrique C. Falla; Fred W.
Lyons, Jr.; Frank P. Popoff; Enrique J. Sosa; William S. Stavropoulos.

FOR __________ WITHHOLD __________
all candidates for all Candidates.
(except as marked to the
contrary on the far right).

TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL CANDIDATE(S) PRINT THE
NAME(S) ON THE LINE BELOW:
_________________________________________________________________

Agenda Item 2: Ratification of the selection of Deloitte and Touche LLP as
Dow's independent auditors for 1995.

FOR AGAINST ABSTAIN
_____ _______ ________

Check here to validate your ticket if you plan to attend the Annual
Meeting. _____

Change of address and/or comments on the reverse side. _____

Signature _______________________ Date ___________________

<PAGE>

The Dow Chemical Company

1995 ANNUAL MEETING OF STOCKHOLDERS

Midland Center for the Arts
1801 West St. Andrews at Eastman Avenue
Midland, Michigan
May 11, 1995
2 p.m.

ADMITTANCE TICKET

This ticket entitles the stockholder(s) listed on the reverse side to attend
the 1995 Dow Annual Meeting of Stockholders.

This ticket is not transferable.

Doors will open at 12:30 p.m.

Cameras and recording devices are not permitted at the Meeting.
Hearing amplification devices will be available.

1995 ANNUAL MEETING OF STOCKHOLDERS

The Dow Chemical Company

CONFIDENTIAL VOTING INSTRUCTIONS
TO: KEY TRUST COMPANY OF OHIO, N.A. ("KEY TRUST")
AS AGENT FOR THE TRUSTEE UNDER THE DOW SALARIED EMPLOYEES' SAVINGS PLAN

The undersigned hereby directs Key Trust to vote all shares of common and
preferred stock of THE DOW CHEMICAL COMPANY credited to the undersigned's
account in the Salaried Employees' Savings Plan (the "Plan") as of the record
date for the Annual Meeting of Stockholders of The Dow Chemical Company to be
held at the Midland Center for the Arts, Midland, Michigan, on May 11, 1995,
at 2 p.m., and at any adjournment thereof, on the following matters and upon
such other business as may properly come before the meeting. The Company has
instructed Key Trust and its agents not to disclose to anyone associated with
Dow how individuals in this Plan have voted.

Remember to check the box to validate your ticket if you plan to attend the
Annual Meeting.

Change of Address or Comments
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________

Please check the box on the other side if you have written any comments or a
change of address above.

Sign and date on other side.