SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 3
ONCOGENE SCIENCE, INC.
----------------------------
(Name of Issuer)
Common Stock par value $.01 per share
- ---------------------------------------------------------------------------
(Title of Class of Securities)
682305 10 7
-----------------
(CUSIP Number)
Donna J. Roberts, Esq.
Secretary
The Dow Chemical Company
2030 Dow Center
Midland, Michigan 48674
(517) 636-1000
- ---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 28, 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)(4)(i)(A) or (B), check the
following box. [ ]
Check the following box if a fee is being paid with this statement [ ].
Page 1 of 4
<PAGE> 2
CUSIP No. 682305 10 7
___________________________________________________________________________
1) Name of Reporting Person and its The Dow Chemical Company
I.R.S. Identification Number 38-1285128
___________________________________________________________________________
2) Check the Appropriate Box if (a)[ ]
a Member of a Group (b)[ X]
___________________________________________________________________________
3) SEC Use Only
___________________________________________________________________________
4) Source of Funds Not Applicable
___________________________________________________________________________
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
___________________________________________________________________________
7) Sole Voting Power 0
Number of ____________________________________________________________
Shares
Beneficially 8) Shared Voting Power 0
Owned by ____________________________________________________________
Each
Reporting 9) Sole Dispositive Power 0
Person With ____________________________________________________________
10) Shared Dispositive Power 0
___________________________________________________________________________
11) Aggregate Amount Beneficially Owned 0
by Each Reporting Person
___________________________________________________________________________
12) Check Box If the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
___________________________________________________________________________
13) Percent of Class Represented 0.0%
by Amount in Row (11)
___________________________________________________________________________
14) Type of Reporting Person CO
___________________________________________________________________________
<PAGE> 3
This Amendment No. 3 amends the Statement on Schedule 13D of The Dow
Chemical Company ("Dow") dated December 11, 1992, as amended through the
date hereof, with respect to the Common Stock of Oncogene Science, Inc.
(the "Issuer"). This Amendment is filed solely to reflect the fact that as
of June 28, 1995, Dow no longer has any potential deemed beneficial
interest in any securities of the Issuer.
Items 5 and 6 of Dow's Statement on Schedule 13D with respect to securities
of the Issuer are hereby amended to read as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
- ------- -------------------------------------
(a) - (b) Neither Dow nor, to the knowledge of Dow, any director or
executive officer of Dow beneficially owns any securities of the Issuer.
(c) None. On June 28, 1995, Dow disposed of its ownership interest
in Marion Merrell Dow Inc. ("MMD"), the direct beneficial owner of the
securities previously reported in Schedule 13D filings as potentially
deemed beneficially owned by Dow.
(d) None.
(e) To the extent Dow may have been deemed to have any beneficial
interest in the Issuer's Common Stock, such interest terminated on June 28,
1995.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH
- ------- RESPECT TO SECURITIES OF THE ISSUER.
--------------------------------------------------------------
There are no contracts, arrangements, understandings or relationships
between Dow and any other person with respect to any securities of the
Issuer.
<PAGE> 4
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: July 10, 1995 By:
-----------------------------------
Enrique C. Falla
Executive Vice President
and Chief Financial Officer
