SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
AMENDMENT NO. 1
____________________
THE DOW CHEMICAL COMPANY
(a Delaware corporation)
Executive Offices -- 2030 Dow Center
Midland, Michigan 48674
(Name, state of incorporation and address of principal
executive office of registrant)
I.R.S. Employer Identification No. 38-1285128
____________________
THE DOW CHEMICAL COMPANY
1993-94 EMPLOYEES' STOCK PURCHASE PLAN
(Full title of the plan)
_________________________
JOHN SCRIVEN
Vice President and General Counsel
THE DOW CHEMICAL COMPANY
2030 Dow Center
Midland, Michigan 48674
(Name and address of agent for service)
Telephone: (517) 636-1000
____________________
DEREGISTRATION OF SECURITIES
The Registrant originally registered 2,000,000 shares of its
Common Stock, par value $2.50 per share (the "Stock"), for
sale through The Dow Chemical Company 1993-94 Employees' Stock
Purchase Plan (the "Plan") pursuant to Registration Statement
No. 33-61140. After the Registration Statement became
effective, eligible employees purchased 1,383,258 shares of
the Stock under the provisions of the Plan. Accordingly, the
Registrant hereby deregisters the remaining 616,742 shares of
the Stock.
Item 8. EXHIBITS.
Exhibit No. Description of Exhibit
24 Power of Attorney.
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Amendment No. 1 to Registration Statement No. 33-61140 to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Midland, State of Michigan, on
March 18, 1996.
THE DOW CHEMICAL COMPANY
(Registrant)
By: /s/ DONNA J. ROBERTS
Donna J. Roberts, Secretary
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to Registration Statement No. 33-61140
has been signed by the following persons in the capacities and
on the date indicated.
J. K. BARTON* Director
J. K. Barton
Direcctor and Vice President
D. T. Buzzelli
Director and Vice President
A. J. Carbone
Director and Vice President
F. P. Corson
Director
J. C. Danforth
W. D. DAVIS* Director
W. D. Davis
M. L. DOW* Director
M. L. Dow
J. L. DOWNEY* Director
J. L. Downey
E. C. FALLA* Director and Executive
E. C. Falla Vice President
Director
B. H. Franklin
Director
A. D. Gilmour
R. L. KESSELER* Vice President and Controller
R. L. Kesseler
W. J. NEELY* Director
W. J. Neely
Director and Vice President
M. D. Parker
F. P. POPOFF* Director and Chairman of the Board
F. P. Popoff
/s/ J. P. REINHARD Director and Financial Vice
J. P. Reinhard President, Treasurer and
Chief Financial Officer
H. T. SHAPIRO* Director
H. T. Shapiro
W. S. STAVROPOULOS* Director and President
W. S. Stavropoulos (Chief Executive Officer)
P. G. STERN* Director
P. G. Stern
*By: /s/ DONNA J. ROBERTS
Donna J. Roberts
Attorney-in-fact
Dated: March 18, 1996
EXHIBIT INDEX
Exhibit No. Description of Exhibit Page Number
24 Power of Attorney. 6 - 7
EXHIBIT 24
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints DONNA J. ROBERTS, WAYNE M. HANCOCK or ENRIQUE C.
FALLA, acting severally, as his or her attorney-in-fact and
agent, to sign any registration statement on Form S-8 and any
or all amendments (including post-effective amendments) to
such registration statement for shares of the Common Stock,
par value $2.50 per share, of The Dow Chemical Company, to be
offered pursuant to The Dow Chemical Company 1993-94
Employees' Stock Purchase Plan, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting to said
attorney-in-fact and agent full power and authority to perform
any act in connection with any of the foregoing as fully to
all intents and purposes as he or she might do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent may lawfully do or cause to be done by virtue
hereof. Each attorney-in-fact and agent is hereby granted
full power of substitution and revocation with respect hereto.
SIGNATURE TITLE DATE
/s/J. K. BARTON Director February 11, 1993
J. K. Barton
/s/B. B. BUTCHER Director February 11, 1993
B. B Butcher
/s/A. J. BUTLER Director and Senior February 11, 1993
A. J. Butler Vice President
/s/W. D. DAVIS Director February 11, 1993
W. D. Davis
/s/M. L. DOW Director February 11, 1993
M. L. Dow
/s/J. L. DOWNEY Director and Senior February 11, 1993
J. L. Downey Vice President
/s/E. C. FALLA Director and Executive February 11, 1993
E. C. Falla Vice President
(Chief Financial Officer)
/s/H. W. HENRY Director February 11, 1993
H. W. Henry
/s/F. W. LYONS, JR. Director February 11, 1993
F. W. Lyons, Jr.
/s/R. L. KESSELER Vice President and February 11, 1993
R. L. Kesseler Controller
/s/W. J. NEELY Director February 11, 1993
W. J. Neely
/s/F. P. POPOFF Director, President and February 11, 1993
F. P. Popoff Chairman of the Board
(Chief Executive Officer)
/s/H. T. SHAPIRO Director February 11, 1993
H. T. Shapiro
/s/E. J. SOSA Director and Senior February 11, 1993
E. J. Sosa Vice President
/s/W. S. STAVROPOULOS Director and Senior February 11, 1993
W. S. Stavropoulos Vice President
/s/J. G. TEMPLE, JR. Director February 11, 1993
J. G. Temple, Jr.
/s/P. G. STERN Director February 10, 1993
P. G. Stern
