DOW CHEMICAL CO /DE/
10-Q, 1995-11-13
CHEMICALS & ALLIED PRODUCTS
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                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                            FORM 10-Q
                                
     Quarterly Report Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934


                                
            FOR THE QUARTER ENDED SEPTEMBER 30, 1995
                                
                  Commission file number 1-3433



                   THE DOW CHEMICAL COMPANY
     (Exact name of registrant as specified in its charter)



       Delaware                                   38-1285128
  (State or other jurisdiction of          (I.R.S. Employer Identification No.)
   incorporation or organization)

            2030 DOW CENTER, MIDLAND, MICHIGAN  48674
    (Address of principal executive offices)        (Zip Code)
Registrant's telephone number, including area code:  517-636-1000
                                
                                
                                
          Not applicable
          (Former name, former address and former fiscal year if
          changed since last report)

          Indicate by check mark whether the registrant (1) has
          filed all reports required to be filed by Section 13 or 15(d) 
          of the Securities Exchange Act of 1934 during the preceding 
          12 months (or for such shorter period that the
          registrant was required to file such reports), and (2)
          has been subject to such filing requirements for the past 
          90 days.    Yes X              No



                                             Outstanding at
        Class                                September 30, 1995

  Common Stock, $2.50 par value              261,784,373 shares


                    THE DOW CHEMICAL COMPANY

                        Table of Contents


                                                       Page

Part I -  Financial Information

    Item 1. Financial Statements

            Consolidated Statements of Income           

            Consolidated Balance Sheets                

            Consolidated Statements of Cash Flows      

            Commitments and Contingent Liabilities     

    Item 2. Management's Discussion and Analysis of Financial
            Condition and Results of Operations

            Third Quarter Earnings Announcement       

            Acquisitions and Divestitures             

            Changes in Financial Condition            

            Results of Operations

               Third Quarter 1995 vs Third Quarter 1994  

               First Nine Months 1995 vs First Nine Months 1994
  

Part II - Other Information

     Item 1.      Legal Proceedings    

     Item 6.      Exhibits and Reports on Form 8-K    

     Signature                                        

     Exhibit 27                                       
       
<TABLE>
PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
                                                                The Dow Chemical Company and Subsidiaries
Consolidated Statements of Income
<CAPTION>
                                                                Three Months Ended      Nine Months Ended
                                                               Sept. 30,   Sept. 30, Sept. 30, Sept. 30,

In millions, except for share amounts     (Unaudited)               1995     1994     1995     1994
<S>                        <C>                                    <C>      <C>     <C>      <C>    
Net Sales                                                         $4,884   $4,216  $15,606  $12,130

Operating Costs and ExpenseCost of sales                           3,213    3,057   10,110    8,770
                           Insurance and finance company
                              operations, pretax income              (13)      (5)     (35)     (46)
                           Research and development expenses         203      202      609      588
                           Promotion and advertising expenses         87      102      313      310
                           Selling and administrative expenses       439      417    1,352    1,176
                           Amortization of intangibles                 9       10       29       30

                           Total operating costs and expenses      3,938    3,783   12,378   10,828

Operating Income                                                     946      433    3,228    1,302

Other Income (Expense)     Equity in earnings of 20%-50%
                              owned companies (Note B)                14       25       54       83
                           Interest expense                         (127)     (73)    (326)    (281)
                           Interest income and foreign exchange      120       29      193       69
                           Net loss on investments (Note B)            0        0     (330)       0
                           Sundry                                      2       40       16       73

                           Total other income (expense)                9       21     (393)     (56)

Income before Provision for Taxes on Income and Minority Interests   955      454    2,835    1,246
Provision for Taxes on Income                                        358      183     1192      489
Minority Interests' Share in Income                                   24       32      169      168
Preferred Stock Dividends                                              2        2        5        5
Income from Continuing Operations                                   $571     $237   $1,469     $584
Discontinued Operations    Income from pharmaceutical business, net
(Note C):                     of taxes on income                       0       51       18      125
                           Gain on sale of pharmaceutical business,
                              net of taxes on income                   0        0      169        0
Net Income Available for Common Stockholders                        $571     $288   $1,656     $709
Average Common Shares Outstanding                                  265.8    276.4    272.1    275.7
Earnings per Common Share from Continuing Operations               $2.15    $0.86    $5.41    $2.12
Earnings per Common Share                                          $2.15    $1.04    $6.09    $2.57
Common Stock Dividends Declared per Share                          $0.75    $0.65    $2.15    $1.95
Depreciation                                                        $335     $329   $1,003     $943
Capital Expenditures (Note D)                                       $299     $285   $1,077     $808



Note A:  The unaudited interim financial statements reflect all adjustments
         (consisting of normal recurring accruals) which, in the opinion of
         management, are considered necessary for a fair presentation of
         the results for the periods covered.  Certain reclassifications of
         prior year amounts have been made to conform to current year
         presentation.  These statements should be read in conjunction
         with the financial statements and notes thereto included in the
         Company's Form 10-K for the year ended December 31, 1994.


Note B:  On May 15, 1995, Dow Corning Corporation announced that it
         had filed for protection under Chapter 11 of the United States
         Bankruptcy Code with the United States Bankruptcy Court in
         Bay City, Michigan.  The Company is a 50 percent shareholder
         i                              
                            SIGNATURE








               Pursuant to the requirements of the Securities
               Exchange Act of1934, the registrant has duly 
               caused this report to be signed on its behalf 
               by the undersigned thereunto duly authorized.




                    THE DOW CHEMICAL COMPANY
                           Registrant




Date:    November 13, 1995






                                           Roger L. Kesseler
                                           Roger L. Kesseler
                                       Vice President & Controller
                                        (Chief Accounting Officer)





















                                


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                           4,105
<SECURITIES>                                       533
<RECEIVABLES>                                    2,988
<ALLOWANCES>                                        51
<INVENTORY>                                      2,674
<CURRENT-ASSETS>                                12,149
<PP&E>                                          23,118
<DEPRECIATION>                                  14,907   
<TOTAL-ASSETS>                                  24,940
<CURRENT-LIABILITIES>                            6,078
<BONDS>                                          5,026
<COMMON>                                           818
                              131
                                          0
<OTHER-SE>                                       6,927
<TOTAL-LIABILITY-AND-EQUITY>                    24,940
<SALES>                                         15,606
<TOTAL-REVENUES>                                15,606
<CGS>                                           10,110
<TOTAL-COSTS>                                   12,378
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     4
<INTEREST-EXPENSE>                               (326)
<INCOME-PRETAX>                                  2,835
<INCOME-TAX>                                     1,192  
<INCOME-CONTINUING>                              1,469
<DISCONTINUED>                                     187
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,656
<EPS-PRIMARY>                                     6.09
<EPS-DILUTED>                                     6.09
        

</TABLE>


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