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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 30
MAGMA POWER COMPANY
(Name of Issuer)
COMMON STOCK, par value $0.10 per share
(Title of Class of Securities)
559194-10-5
(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)
February 24, 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 [ ].
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CUSIP No. 559194-10-5
1) Name of Reporting Persons. S.S. The Dow Chemical Company
or I.R.S. Identification Nos. I.R.S. Identification No.
of Above Persons 38-1285128.
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds WC,00
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 0
Shares
Beneficially 8) Shared Voting Power 0
Owned by
Each 9) Sole Dispositive Power 0
Reporting
Person With 10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially 0
owned by Each Reporting Person
12) Check Box if the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
13) Percent of Class Represented by
Amount in Row (11) 0%
14) Type of Reporting Person CO
________________________________________________________________________
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This Amendment No. 30 to the Statement on Schedule 13D relates to the shares
of common stock, par value $0.10 per share (the "Common Stock"), of Magma
Power Company ("Magma") owned by The Dow Chemical Company ("Dow"). It is
being filed to reflect the election by certain Dow bondholders to exchange
their investment into shares of the Common Stock of Magma, and the merger
of Magma with CE Acquisition Company, Inc. which resulted in the disposition
of all remaining shares of the Common Stock of Magma formerly owned by Dow.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Statement on Schedule 13D is hereby amended and supplemented by
adding the following at the end thereof:
49. During the period of January 13, 1995 through February 24, 1995, the
holders of $6,637,000 principal amount of the 5 3/4% Subordinated
Exchangeable Notes due April 1, 2001 issued by Dow (the "Notes")
elected to exchange their Notes for 176,976 shares of the Common
Stock of Magma. This series of transactions (combined with those
previously reported) left 150,429 shares of the Common Stock of Magma
in escrow.
Effective February 24, 1995, Magma was merged with CE Acquisition
Company, Inc. As of that date, each share of Magma Common Stock was
converted into the right to receive $38.4772. Consequently, Dow is
no longer the beneficial owner of any of the shares of Common Stock
of Magma.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
THE DOW CHEMICAL COMPANY
Date: March 9, 1995 By: /s/ Enrique C. Falla
Enrique C. Falla
Executive Vice President
and Chief Financial Officer
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