SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 2
_________MYCOGEN CORPORATION_________
(NAME OF SUBJECT COMPANY
Common Stock, par value $.001 per share (Including the
Associated Rights)
(TITLE OF CLASS OF SECURITIES
628452 10 4
(CUSIP Number)
John Scriven J. Pedro Reinhard Louis W. Pribila
Vice President and President Vice President, Secretary
General Counsel Rofan Services Inc. and General Counsel
The Dow Chemical Company 2030 Dow Center DowElanco
2030 Dow Center Midland, MI 48674 9330 Zionsville Road
Midland, Michigan 48674 (517)636-1000 Indianapolis, IN 46268
(517) 636-1000 (317)337-300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 30, 1996
(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 [ ].
CUSIP No. 628452 10 4
1) Name of Reporting Person and its The Dow Chemical Company
I.R.S. Identification No. I.R.S. Identification No.
38-1285128.
Rofan Services Inc.
I.R.S. Identification No.
38-2853855
DowElanco
I.R.S. Identification No.
35-1781118
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds WC
5) Check Box if Disclosure of Legal
Proceedings is Required Pursuant [ ]
to Items 2(d) or 2(e)
6) Citizenship or Place of The Dow Chemical Company - Delaware
Organization Rofan Service Inc. - Delaware
DowElanco - Indiana
Number of 7) Sole Voting Power 14,494,102
Shares
Beneficially 8) Shared Voting Power 0
Owned by
Each 9) Sole Dispositive Power 14,494,102
Reporting
Person With 10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially 14,494,102
owned by Each Reporting Person
as of May 30, 1995
12) Check Box if the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
13) Percent of Class Represented by 47.3%
Amount in Row (11)
14) Type of Reporting Person
The Dow Chemical Company CO
Rofan Services Inc. CO
DowElanco PN
This Amendment No. 2 to Schedule 13D is being filed to note
the increase in the reporting persons' ownership from 46.2%
to 47.3%. It amends the original Schedule 13D filed by the
reporting persons on January 25, 1996, as amended by
Amendment No. 1 filed on February 26, 1996 (the "Schedule
13D"). All defined terms used but not otherwise defined
herein have the meanings assigned to those terms in the
Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended by adding the following paragraph
to the end thereof.
DowElanco obtained the funds required to effect the
transactions reported in Amendment No. 2 to the Schedule 13D
from working capital and other internal sources.
Item 4. Purpose of Transaction
Item 4 is hereby amended by adding the following information
to the end of sections (a) and (d) thereof.
(a) Since the filing of Amendment No. 1 to the Schedule 13D,
the following transactions have taken place pursuant to the
Process:
Shares of
Date Common Stock Price/Share Total Price
2/26/96 1,000 $19.000 $19,000.00
2/27/96 100 18.875 1,887.50
2/28/96 12,166 19.125 232,674.75
2/29/96 4,421 19.063 84,275.31
3/1/96 1,500 19.250 28,875.00
3/4/96 10,200 19.125 195,075.00
3/5/96 1,069 19.500 20,845.50
3/6/96 2,000 19.000 38,000.00
3/8/96 1,944 19.000 36,936.00
3/11/96 2,666 18.250 48,654.50
4/26/96 54,357 18.326 951,247.50
In addition, DowElanco has purchased a number of shares in
open market transactions since the filing of Amendment No. 1
to Schedule 13D. Those transactions are summarized in the
following table:
Shares of
Date Common Stock Price/Share Total Price
5/2/96 10,000 $16.625 $166,250.00
5/3/96 5,000 17.000 85,000.00
5/6/96 7,500 16.875 126,562.50
5/7/96 20,000 17.766 355,312.00
5/8/96 10,000 18.000 180,000.00
5/9/96 10,000 18.000 180,000.00
5/10/96 17,500 18.1786 318,125.50
5/13/96 60,000 18.250 1,095,000.00
5/14/96 20,000 18.250 365,000.00
5/15/96 55,000 18.1136 996,248.00
5/16/96 10,000 17.500 175,000.00
5/21/96 47,500 18.000 855,000.00
5/23/96 15,000 18.000 270,000.00
5/24/96 15,000 18.000 270,000.00
5/28/96 10,000 18.000 180,000.00
5/29/96 10,000 17.875 178,750.00
5/30/96 10,000 17.875 178,750.00
(d) It remains likely that DowElanco will attempt to
acquire a majority of the Common Stock (and designate a
majority of Mycogen's directors pursuant to the Exchange and
Purchase Agreement), although DowElanco has not made a final
decision on this matter.
Item 5. Interest in Securities of the Issuer
Parts (a), (b) and (d) of Item 5 are hereby amended in their
entirety by replacing such sections with the indicated text.
Part (c) of Item 5 is hereby amended by adding the noted
text to the end thereof.
(a) DowElanco owns, and TDCC and Rofan indirectly own, an
aggregate of 14,494,102 shares of Common Stock which
represent approximately 47.3% of the total outstanding
shares of Common Stock.
(b) DowElanco has, and TDCC and Rofan indirectly have, the
sole power to vote or to direct the vote and sole power to
dispose or to direct the disposition of such 14,494,102
shares of Common Stock.
(c) Since the filing of Amendment No. 1 to Schedule 13D,
DowElanco has purchased (i) 91,423 shares of Common Stock
pursuant to the Process for an aggregate purchase price of
$1,657,471.06 and (ii) 332,500 shares of Common Stock in
open market transactions for an aggregate purchase price of
$5,974,998.
(d) None of TDCC, Rofan, DowElanco or their respective
affiliates is known to have the right to receive or the
power to direct the receipt of dividends from, or the
proceeds from the sale of any shares of Common Stock other
than the 14,494,102 shares of Common Stock acquired by
DowElanco.
Item 7. Material to be Filed as Exhibits
None
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.
Dated: June 7, 1996 THE DOW CHEMICAL COMPANY
By: /s/ ROGER L. KESSELER
Name: Roger L. Kesseler
Title: Vice President and Controller
ROFAN SERVICES INC.
By: /s/ HENRY KAHN
Name: Henry Kahn
Title: Treasurer
DowElanco
By: /s/ WILLIAM C. SCHMIDT
Name: William C. Schmidt
Title: Vice President and
Chief Financial Officer
