SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
____________________
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
1995-96 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
____________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title maximum maximum
of securities Amount to offering aggregate Amount of
to be registered be price offering registration
registered per unit price fee
Common Stock, par
value $2.50 43,212 $55.00 $2,376,660 $819.54
per share, of The Dow shares
Chemical Company
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement relating to The Dow Chemical
Company 1995-96 Employees' Stock Purchase Plan (the "Plan") is
being filed to register an additional 43,212 shares of the
Common Stock, par value $2.50 per share, of The Dow Chemical
Company. These additional shares are being registered to
account for an over subscription to the Plan.
The contents of the initial Registration Statement (File No.
33-58223) are hereby incorporated herein by this reference.
Item 8. EXHIBITS.
Exhibit No. Description of Exhibit
23 Independent Auditors' Consent
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
Registration Statement 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 Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
J. K. BARTON* Director
J. K. Barton
D. T. BUZZELLI* Director and Vice President
D. T. Buzzelli
Director and Vice President
A. J. Carbone
F. P. CORSON* 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
B. H. FRANKLIN* 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
23 Independent Auditors' Consent . 6
24 Power of Attorney. 7-8
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of The Dow Chemical Company on Form S-8
of our report dated February 7, 1996 appearing in the Annual
Report on Form 10-K of The Dow Chemical Company for the year
ended December 31, 1995.
/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Midland, Michigan 48642
March 15, 1996
EXHIBIT 24
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints DONNA J. ROBERTS, JOHN SCRIVEN 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 1995-96 Employees' Stock Purchase Plan
and the 1995-96 Petrodow 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 9, 1995
J. K. Barton
/s/A. J. BUTLER Director February 9, 1995
A. J. Butler
/s/D. T. BUZZELLI Director and Vice February 9, 1995
D. T. Buzzelli President
/s/F. P. CORSON Director and Vice February 9, 1995
F. P. Corson President
/s/W. D. DAVIS Director February 9, 1995
W. D. Davis
/s/M. L. DOW Director February 9, 1995
M. L. Dow
/s/J. L. DOWNEY Director February 9, 1995
J. L. Downey
/s/E. C. FALLA Director and Executive February 9, 1995
E. C. Falla Vice President
(Chief Financial Officer)
/s/B. H. FRANKLIN Director February 9, 1995
B. H. Franklin
/s/R. L. KESSELER Vice President and February 9, 1995
R. L. Kesseler Controller
/s/F. W. LYONS, JR. Director February 9, 1995
F. W. Lyons, Jr.
/s/W. J. NEELY Director February 9, 1995
W. J. Neely
/s/F. P. POPOFF Director and February 9, 1995
F. P. Popoff Chairman of the Board
(Chief Executive Officer)
/s/H. T. SHAPIRO Director February 9, 1995
H. T. Shapiro
/s/E. J. SOSA Director and Senior February 9, 1995
E. J. Sosa Vice President
/s/W. S. STAVROPOULOS Director and President February 9, 1995
W. S. Stavropoulos (Chief Operating
Officer)
/s/P. G. STERN Director February 9, 1995
P. G. Stern
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of The Dow Chemical Company on Form S-8
of our report dated February 7, 1996 appearing in the Annual
Report on Form 10-K of The Dow Chemical Company for the year
ended December 31, 1995.
/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Midland, Michigan 48642
March 15, 1996
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints DONNA J. ROBERTS, JOHN SCRIVEN 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 1995-96 Employees' Stock Purchase Plan
and the 1995-96 Petrodow 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 9, 1995
J. K. Barton
/s/A. J. BUTLER Director February 9, 1995
A. J. Butler
/s/D. T. BUZZELLI Director and Vice February 9, 1995
D. T. Buzzelli President
/s/F. P. CORSON Director and Vice February 9, 1995
F. P. Corson President
/s/W. D. DAVIS Director February 9, 1995
W. D. Davis
/s/M. L. DOW Director February 9, 1995
M. L. Dow
/s/J. L. DOWNEY Director February 9, 1995
J. L. Downey
/s/E. C. FALLA Director and Executive February 9, 1995
E. C. Falla Vice President
(Chief Financial Officer)
/s/B. H. FRANKLIN Director February 9, 1995
B. H. Franklin
/s/R. L. KESSELER Vice President and February 9, 1995
R. L. Kesseler Controller
/s/F. W. LYONS, JR. Director February 9, 1995
F. W. Lyons, Jr.
/s/W. J. NEELY Director February 9, 1995
W. J. Neely
/s/F. P. POPOFF Director and February 9, 1995
F. P. Popoff Chairman of the Board
(Chief Executive Officer)
/s/H. T. SHAPIRO Director February 9, 1995
H. T. Shapiro
/s/E. J. SOSA Director and Senior February 9, 1995
E. J. Sosa Vice President
/s/W. S. STAVROPOULOS Director and President February 9, 1995
W. S. Stavropoulos (Chief Operating
Officer)
/s/P. G. STERN Director February 9, 1995
P. G. Stern
