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
1997-98 EMPLOYEES' STOCK PURCHASE PLAN
(Full title of the plan)
_________________________
JOHN SCRIVEN
Vice President, General Counsel and Secretary
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 registrat
registered per unit price ion fee
Common Stock, par
value $2.50 per share, 2,000,000 $69.00 $138,000,000 $41,818.18
of The Dow Chemical shares
Company
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by The Dow Chemical
Company ("Dow") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by this reference:
(a) Dow's Annual Report on Form 10-K for the year ended
December 31, 1996 (The consolidated financial statements and the
financial statement schedule included in such Annual Report have
been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report appearing therein, and have been so
incorporated in this Registration Statement in reliance upon such
report given upon the authority of said firm as experts in
accounting and auditing.);
(b) Dow's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997; and
(c) The description of Dow's Common Stock, par value $2.50 per
share, contained in a registration statement filed pursuant to
Section 12 of the Securities Exchange Act of 1934 (the "Act") and
any amendments or reports filed for the purpose of updating that
description.
All documents subsequently filed by Dow pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Act prior to the filing of a
post-effective amendment which indicates that all the securities
offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Article VI of its Restated Certificate of Incorporation,
as amended, Dow may indemnify its Directors, officers, employees
and agents to such extent as is permitted by the laws of the
State of Delaware and as Dow's Bylaws may from time to time
provide. Section 145 of the General Corporation Law of the State
of Delaware empowers Dow to indemnify, subject to the standards
and limitations therein prescribed, any person in connection with
any action, suit or proceeding brought or threatened by reason of
the fact that such person is or was a Director, officer, employee
or agent of Dow or is or was serving in such capacity with
respect to another corporation or other enterprise at the request
of Dow. Under Section VI of the Bylaws of Dow, Dow is required
to indemnify its Directors, officers and employees to the full
extent permitted by Delaware law whenever such a person is a
defendant in any legal proceeding. Section VI also gives the
Company discretion to indemnify Directors, officers, employees
and agents in other legal proceedings to which they are made a
party. Any indemnification of a Director, officer, employee or
agent of the Company must be approved by the Board of Directors.
Dow maintains a Directors' and officers' liability insurance
policy that indemnifies Dow's Directors and officers against
certain losses in connection with claims made against them for
certain wrongful acts.
Item 8. EXHIBITS.
Exhibit No. Description of Exhibit
4(a) Restated Certificate of Incorporation of
The Dow Chemical Company, filed as
Exhibit 3(a) to Dow's Annual Report on
Form 10-K for the year ended December 31,
1992, incorporated herein by this
reference.
4(b) Bylaws of The Dow Chemical Company, filed
as Exhibit 3(ii) to Dow's Annual Report
on Form 10-K for the year ended December
31, 1996, incorporated herein by this
reference.
23 Independent Auditors' Consent.
24 Power of Attorney.
Item 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form S-
8, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to Directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a Director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such Director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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 May 16, 1997.
THE DOW CHEMICAL COMPANY
(Registrant)
By: /s/JOHN SCRIVEN
John Scriven
Vice President, General Counsel
and 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.
A. A. ALLEMANG* Director and Vice
President
A. A. Allemang
J. K. BARTON* Director
J. K. Barton
D. T. BUZZELLI* Director
D. T. Buzzelli
A. J. CARBONE* Director and Executive
A. J. Carbone Vice President
F. P. CORSON* Director and Vice
President
F. P. Corson
J. C. DANFORTH* 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 Senior
E. C. Falla Vice President
B. H. FRANKLIN* Director
B. H. Franklin
A. D. GILMOUR* Director
A. D. Gilmour
G. M. LYNCH* Vice President and Controller
G. M. Lynch
M. D. PARKER* Director and Vice President
M. D. Parker
F. P. POPOFF* Director and Chairman of the
F. P. Popoff Board
J. P. REINHARD* Director, Executive Vice
J. P. Reinhard President, and
Chief Financial Officer
H. T. SHAPIRO* Director
H. T. Shapiro
W. S. STAVROPOULOS* Director, President and
W. S. Stavropoulos Chief Executive Officer
P. G. STERN* Director
P. G. Stern
*By: /s/JOHN SCRIVEN
John Scriven
Attorney-in-fact
Dated: May 16, 1997
EXHIBIT INDEX
Exhibit No. Description of Exhibit Page Number
4(a) Restated Certificate of
Incorporation of The Dow Chemical
Company, filed as Exhibit 3(a) to
Dow's Annual Report on Form 10-K
for the year ended December 31,
1992, incorporated herein by this
reference.
4(b) Bylaws of The Dow Chemical
Company, filed as Exhibit 3(ii) to
Dow's Annual Report on Form 10-K
for the year ended December 31,
1996, incorporated herein by this
reference.
23 Independent Auditors' Consent . 9
24 Power of Attorney. 10-12
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 12, 1997, appearing in the Annual Report on Form
10-K of The Dow Chemical Company for the year ended December 31,
1996, and to the reference to us under Item 3, "Incorporation of
Documents by Reference," of this Registration Statement.
Deloitte & Touche LLP
Midland, Michigan 48642
May 15, 1997
EXHIBIT 24
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints John Scriven or J. Pedro Reinhard, 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 1997-98
Employees' Stock Purchase Plan, the 1997-98 Petrodow Employees'
Stock Purchase Plan, the Elective Deferral Plan and the 1988
Award and Option Plan, as each may be amended from time to time,
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/A. A. ALLEMANG Director and Vice President February 13, 1997
A. A. Allemang
/s/J. K. BARTON Director February 13, 1997
J. K. Barton
/s/D. T. BUZZELLI Director February 13, 1997
D. T. Buzzelli
/s/A. J. CARBONE Director and Executive February 13, 1997
A. J. Carbone Vice President
/s/F. P. CORSON Director and Vice President February 13, 1997
F. P. Corson
/s/J. C. DANFORTH Director February 13, 1997
J. C. Danforth
/s/. D. DAVIS Director February 13, 1997
W. D. Davis
/s/M. L. DOW Director February 13, 1997
M. L. Dow
/s/J. L. DOWNEY Director February 13, 1997
J. L. Downey
/s/. C. FALLA Director and Senior February 13, 1997
E. C. Falla Vice President
/s/B. H. FRANKLIN Director February 13, 1997
B. H. Franklin
/s/A. D. GILMOUR Director February 13, 1997
A. D. Gilmour
/s/G. M. LYNCH Vice President and February 24, 1997
G. M. Lynch Controller
/s/M. D. PARKER Director and Executive February 13, 1997
M. D. Parker Vice President
/s/F. P. POPOFF Director and February 13, 1997
F. P. Popoff Chairman of the Board
/s/J. P. REINHARD Director, Executive Vice February 13, 1997
J. P. Reinhard President and
Chief Financial Officer
/s/H. T. SHAPIRO Director February 13, 1997
H. T. Shapiro
/s/W. S. STAVROPOULOS Director, President and February 13, 1997
W. S. Stavropoulos Chief Executive Officer
/s/P. G. STERN Director February 13, 1997
P. G. Stern
