SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 1
NEOPROBE CORPORATION
(Name of Issuer)
COMMON STOCK, par value $0.001 per share
(Title of Class of Securities)
640-518-10-6
(CUSIP Number)
John Scriven
Vice President and General Counsel
The Dow Chemical Company
2030 Dow Center
Midland, Michigan 48674
(517) 636-5914
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 30, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this Schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [ ].
CUSIP No. 640-518-10-6
1) Name of Reporting Persons and its The Dow Chemical Company
I.R.S. Identification No. I.R.S. Identification No. 38-1285128
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ x ]
3) SEC Use Only
4) Source of Funds WC, OO
5) Check Box if Disclosure of Legal
Proceedings is Required Pursuant [ ]
to Items 2(d) or 2(e)
6) Citizenship or Place of Organization Delaware
Number of 7) Sole Voting Power 723,115; 4.5%
Shares
Beneficially 8) Shared Voting Power 0
Owned by
Each 9) Sole Dispositive Power 723,155; 4.5%
Reporting
Person With 10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially 723,115; 4.5%
owned by Each Reporting Person
as of June 28, 1995
12) Check Box if the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
13) Percent of Class Represented by 4.5%
Amount in Row (11) as of
June 28, 1995
14) Type of Reporting Person CO
This Amendment No. 1 amends the Statement of Schedule 13D
filed by The Dow Chemical Company ("Dow"), with the
Securities and Exchange Commission dated December 2, 1992,
(the "Schedule 13D").
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and
supplemented by adding the following:
(a) Dow has neither acquired nor disposed of any
securities of Neoprobe Corporation ("Neoprobe") since
November 10, 1992. As of the date of Neoprobe's most
recently available filing with the Securities and Exchange
Commission, Dow owned 723,115 shares of Neoprobe Corporation
Common Stock, par value $0.001 per share (the"Securities").
Due to additional sales of Securities by Neoprobe to third
parties, Dow's percentage ownership of the Securities has
decreased to 4.5 percent.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) As of June 30, 1995, Dow ceased to be the holder
of more than 5% of the common stock of Neoprobe Corporation.
SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is
true, complete and correct.
Dated: September 18, 1995 THE DOW CHEMICAL COMPANY
By: /s/
Name: Roger L. Kesseler
Title: Vice President, Controller
