DOW CHEMICAL CO /DE/, DEF 14A, 1997-03-26

DOW CHEMICAL CO /DE/
DEF 14A, 1997-03-26
CHEMICALS & ALLIED PRODUCTS

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Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the Registrant [ X ]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or
240.14a-12

THE DOW CHEMICAL COMPANY

Tina S. Van Dam, Assistant Secretary

Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(I)(1) and 0-11(1) Title of each class of securities to
which transaction applies:

(2) Aggregate number of securities to which transaction
applies:

(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and
state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 15, 1997

March 26, 1997

Dear Dow Stockholder:

The Centennial Annual Meeting of Stockholders of The Dow Chemical
Company will be held on Thursday, May 15, 1997, at 2 p.m. at the
Midland Center for the Arts, 1801 West St. Andrews, Midland,
Michigan.

Stockholders will vote upon the following matters either by proxy
or in person:
1. Election of seven Directors.
2. Ratification of the selection of Deloitte & Touche LLP as
Dow's independent auditors for 1997.
3. Authorization of the amendment of the 1988 Award and Option
Plan.
4. Transaction of any other business as may properly come
before the Meeting.

Your vote on the business to be considered at this Meeting is
important, regardless of the number of shares you own. Please
complete, sign and date the enclosed proxy voting form and mail
it promptly in the enclosed envelope to be sure that your shares
are represented. If your form is not returned, your shares may
not be voted.

The Board of Directors has set the close of business on March 17,
1997, as the record date for determining stockholders entitled to
receive notice of the Annual Meeting and any adjournment and to
vote. A list of common stockholders entitled to vote shall be
open to any stockholder for any purpose relevant to the Meeting
for ten days before the Meeting, from 8:30 a.m. to 5 p.m., at the
Office of the Corporate Secretary, 2030 Dow Center, Midland,
Michigan.

Seating is limited, so the Board has established the rule that
stockholders only may attend or up to three people holding
proxies for any one stockholder or account (in addition to those
named as Board proxies on the printed proxy forms). Proxy
holders are asked to present their credentials in the lobby
before the Annual Meeting begins.

You will need a validated ticket of admission or proof of stock
ownership to be admitted to the Meeting. Stockholders will
receive a ticket as part of their proxy material. Stockholders
of record and participants in the Dividend Reinvestment Plan, the
Dow Salaried Employees' Savings Plan, the Dow Hourly Employees'
Savings Plan, the DowElanco Savings Plan, and the DH Compounding
Company Savings and Retirement Plan need only check the box on
the proxy form to validate their preprinted ticket and indicate
that they will attend. Questions may be directed to Dow's
transfer agent at 1-800-DOW(369)-5606 or (617)575-3899.

Other stockholders holding stock in nominee name or beneficially
(holding in "street name") will receive a ticket with their proxy
material and need to take no further action. Street name holders
without tickets will need proof of ownership for admission to the
Annual Meeting, such as a recent brokerage statement or letter
from the bank or broker.

We look forward to seeing you at the Annual Meeting.

/s/ John Scriven
John Scriven
Vice President
General Counsel and Secretary

<PAGE>

INTRODUCTION

This proxy statement and proxy voting form are being sent to all
stockholders of The Dow Chemical Company ("Dow" or the "Company")
as of the close of business on March 17, 1997, the record date
for the Centennial Annual Meeting of Stockholders to be held on
May 15, 1997.

In the following pages of this Proxy Statement, you will find
information on your Board of Directors, the candidates for
election to the Board and the continuing Directors, and two
resolutions to be voted upon at the Annual Meeting of
Stockholders or any adjournment of that Meeting. The background
information in this proxy statement has been supplied to you at
the request of the Board of Directors to help you decide how to
vote.

VOTING YOUR SHARES BY PROXY FORM
You are encouraged to use the proxy form to cast your votes.
YOUR SHARES WILL BE VOTED IF THE PROXY IS PROPERLY SIGNED, DATED
AND RECEIVED PRIOR TO MAY 15, 1997, THE DATE OF THE ANNUAL
MEETING. IF NO SPECIFIC CHOICES ARE MADE BY YOU, AS EXPLAINED ON
YOUR PROXY FORM, THE SHARES REPRESENTED BY YOUR EXECUTED PROXY
FORM WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS. You
may revoke your proxy at any time before its use at the Meeting
by sending a written revocation, by sending a proxy bearing a
later date, or by attending the Meeting and voting in person.

Company has a confidential voting policy that respects the right
of each stockholder to vote upon matters free from coercion and
retaliation and requires that the proxies and ballots of all
stockholders be kept confidential from the Company's management
and Board unless disclosure is requested by the stockholders,
unless disclosure is necessary to meet legal requirements or to
assert or defend claims, or during a contested solicitation or
election. It further provides that employees may confidentially
vote their shares of Company stock held by the Company pension
plans, and requires the appointment of independent tabulators and
inspectors of election.

SHARES OUTSTANDING
At the close of business on the record date, March 17, 1997,
there were 234,171,738 shares of Dow common stock and 1,474,053
shares of Series A ESOP Convertible Preferred Stock outstanding
and entitled to vote. Each share of common stock is entitled to
one vote. Preferred stockholders will vote with the holders of
common stock as one class and are entitled to the same number of
votes as the shares of Dow common stock into which the ESOP stock
could be converted, according to a fixed formula based on the
market price of common stock for five consecutive trading days
ending on and including the record date. Each share of ESOP
stock this year converts to 1.027 votes.

PROXIES ON BEHALF OF THE BOARD
The enclosed proxy is being solicited by the Board of Directors
to provide an opportunity to all stockholders of record to vote
on agenda items, whether or not they are able to attend the
Annual Meeting. Proxies on behalf of the Board may be solicited
in person, by mail, by telephone or by electronic communication
by Dow officers and employees. They will not be specially
compensated for their services in this regard. Dow has retained
Georgeson & Co. to aid in the solicitation of stockholders,
primarily brokers, banks and other institutional investors, for
an estimated fee of $17,000. Arrangements have been made with
brokerage houses, nominees and other custodians and fiduciaries
to send materials to their principals and their reasonable
expenses will be reimbursed on request. The cost of solicitation
will be borne by the Company.

<PAGE>

THE BOARD OF DIRECTORS AND BOARD COMMITTEES

The ultimate authority to manage the business of The Dow Chemical
Company rests with the Board of Directors. The Board appoints
the Company's officers, assigns responsibilities for management
of the Company's operations to them and reviews their
performance.

In the past year, one Director retired from the Board: William
J. Neely, a Director since 1988, who retired at the conclusion of
the Annual Meeting in May 1997. Mr. Neely had served as a Vice
President of the Company, Corporate Director of Manufacturing and
Engineering, Director of Operations for Dow Europe S.A., General
Manager of the Louisiana Division and Manufacturing Manager of
the Texas Division. His advice and experience will be greatly
missed by the Company and by his colleagues on the Board.

There were seven Board meetings in 1996. Sixteen of the
Directors attended 100 percent of the Board meetings and all the
Directors then serving attended the last Annual Meeting of
Stockholders. The Company is required to report whether any
Director attended fewer than 75 percent of the sum of the total
number of Board meetings and the total number of Board committee
meetings that each such respective Director was eligible to
attend during the past year. All of the incumbent Dow Directors
exceeded that attendance threshold and twelve had 100 percent
attendance.

Board committees perform many important functions. The
responsibilities of each committee are stated in the Bylaws.
The Board, upon the recommendation of the Committee on Directors,
elects members to each committee and has the power to change the
responsibilities assigned to any committee or the committee
membership. A brief description of the current standing Board
committees follows, with memberships listed as of March 17, 1997:

EXECUTIVE COMMITTEE: Exercises the powers of the Board to manage
the Company between meetings of the Board. Twelve meetings in
1996. Members: W. S. Stavropoulos (Chairman), A. J. Carbone, M.
D. Parker, F. P. Popoff and J. P. Reinhard.

AUDIT COMMITTEE: Recommends a firm of independent auditors to be
appointed by the Board, subject to ratification by the
stockholders. Reviews the Company's annual consolidated
financial statements. Consults separately with the independent
auditors, the Corporate Auditor and the Controller with regard to
the adequacy of internal controls. Reviews with the independent
auditors the proposed plan of audit and the results. Four
meetings in 1996. Members: B. H. Franklin (Chairman), A. D.
Gilmour, H. T. Shapiro and P. G. Stern.

COMMITTEE ON DIRECTORS: Studies the size and makeup of the Board
and its committees and recommends candidates for Board and
committee membership. Three meetings in 1996. Members: W. D.
Davis (Chairman), F. P. Popoff, H. T. Shapiro, W. S. Stavropoulos
and P. G. Stern.

COMPENSATION COMMITTEE: Establishes salaries, bonuses and other
compensation for Dow Directors and officers and for certain other
managerial and professional personnel. Administers the Company's
award and option plans. Seven meetings in 1996. Members: H. T.
Shapiro (Chairman), W. D. Davis, B. H. Franklin, A. D. Gilmour
and P. G. Stern.

ENVIRONMENT, HEALTH AND SAFETY COMMITTEE: Has the authority and
responsibility to assess all aspects of the Company's
environment, health and safety policies and performance, and to
make recommendations to the Board and management with regard to
promoting and maintaining superior standards of performance.
Five meetings in 1996. Members: F. P. Corson (Chairman), A. A.
Allemang, J. K. Barton, D. T. Buzzelli, J. C. Danforth, M. L. Dow
and M. D. Parker.

FINANCE COMMITTEE: Reviews Dow's financial affairs and makes
recommendations to the Board concerning financial matters. Seven
meetings in 1996. Members: J. P. Reinhard (Chairman), A. J.
Carbone, J. L. Downey, E. C. Falla, M. D. Parker, F. P. Popoff
and W. S. Stavropoulos.

INVESTMENT POLICY COMMITTEE: Establishes investment policy and
reviews the performance of funds invested for the Dow Employees'
Pension Plan. Helps establish investment policies for other
funds and entities connected with the Company. Four meetings in
1996. Members: M. L. Dow (Chairman), F. P. Corson, J. C.
Danforth, J. L. Downey, E. C. Falla and J. P. Reinhard.

PUBLIC INTEREST COMMITTEE: Assesses aspects of Dow's business
decisions to determine their social impact and makes
recommendations to the Board and management regarding the most
socially desirable alternatives. Recommends to the Board an
annual budget for charitable contributions. Three meetings in
1996. Members: D. T. Buzzelli (Chairman), J. K. Barton, A. J.
Carbone, F. P. Corson, J. C. Danforth, W. D. Davis, M. L. Dow, J.
L. Downey, B. H. Franklin, M. D. Parker, H. T. Shapiro, W. S.
Stavropoulos and P. G. Stern.

<PAGE>

AGENDA ITEM 1
BOARD OF DIRECTORS
CANDIDATES FOR ELECTION AND CURRENT DIRECTORS

The Dow Board of Directors is divided into three classes. Each
class, described in the chart below, serves a term of three
years. The terms of the Directors in each class expire at the
Annual Meeting of Stockholders in the year listed on the chart.

Class II Class III Directors 1998 Class I Directors 1999
Directors 1997
Fred P. Corson Arnold A. Allemang* Jacqueline K. Barton
Willie D. Davis John C. Danforth David T. Buzzelli
Michael L. Dow Enrique C. Falla Anthony J. Carbone
Michael D. Parker Allan D. Gilmour Joseph L. Downey
J. Pedro Reinhard Frank P. Popoff Barbara Hackman Franklin
Paul G. Stern William S. Stavropoulos Harold T. Shapiro

* Arnold A. Allemang became a Director on July 11, 1996, and is
nominated for Class III.

In accordance with the recommendation of the Committee on
Directors, the Board of Directors has nominated Fred P. Corson,
Willie D. Davis, Michael L. Dow, Michael D. Parker, J. Pedro
Reinhard and Paul G. Stern for election as Directors in Class II
to serve three-year terms to expire at the Annual Meeting in the
year 2000 and until their successors are elected and qualified,
and Arnold A. Allemang for election as a Director in Class III to
serve a one-year term to expire at the Annual Meeting in 1998 and
until his successor is elected and qualified.

Each nominee is currently serving as a Director and each has
consented to serve for the new term. Other than Mr. Allemang,
who is being nominated for election by the stockholders for the
first time this year, all nominees have previously been elected
as Directors by the Company's stockholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL
OF THESE NOMINEES AS DIRECTORS. The election of Directors
requires a plurality of the votes actually cast. As explained on
the accompanying proxy, it is the intention of the persons named
as proxies to vote in favor of the candidates nominated by the
Board unless such authority is withheld. If something
unanticipated should occur prior to the Annual Meeting, making it
impossible for one or more of the candidates to serve as a
Director, votes will be cast in the best judgment of the persons
authorized as proxies.

Information in the biographies of candidates and continuing
Directors that follows is current as of March 17, 1997, the
record date for the Annual Meeting.

CANDIDATES FOR ELECTION AS DIRECTOR

Photo 1

ARNOLD A. ALLEMANG, 54, DOW VICE PRESIDENT AND DIRECTOR OF
MANUFACTURING AND ENGINEERING. DIRECTOR SINCE 1996.
Employee of Dow since 1965. Director of Technology Centers, Dow
U.S.A. 1989-92. Manufacturing General Manager, Dow Benelux N.V.*
1992-93. Regional Vice President, Manufacturing and
Administration, Dow Benelux N.V.* 1993. Vice President,
Manufacturing Operations, Dow Europe S.A.* 1993-95. Dow Vice
President and Director of Manufacturing and Engineering 1995to
date.

<PAGE>

Photo 2

FRED P. CORSON, 55, DOW VICE PRESIDENT AND DIRECTOR OF RESEARCH
AND DEVELOPMENT. DIRECTOR SINCE 1994.
Employee of Dow since 1967. Director of Research and Development
for Dow Latin America 1980-83 and Dow U.S.A. Plastics Department
1983-87. General Manager of Engineering Thermoplastics
Department 1985-87. Vice President of Research and Development,
Dow U.S.A. Plastics 1987-90. Dow Director of Research and
Development 1990 to date. Vice President 1991 to date. Director
of the Michigan Molecular Institute. Member of the Council for
Chemical Research; Industrial Research Institute; the American
Chemical Society; Advisory Board for the National Sciences
Resource Center; and the Alumni and Industrial Advisory Council
for the Department of Chemistry, The University of Michigan.

Photo 3

WILLIE D. DAVIS, 62, PRESIDENT AND CHIEF EXECUTIVE OFFICER OF ALL
PRO BROADCASTING, INC. DIRECTOR SINCE 1988.
President and Chief Executive Officer of All Pro Broadcasting,
Inc., a Los Angeles broadcasting company, 1976 to date. Director
of Wicor, Inc.; Sara Lee Corporation; Alliance Bank; MGM/UA Grand
Company; Kmart Corporation; Johnson Controls Inc.; L.A. Gear
Inc.; Rally's Hamburgers Inc.; and the Strong Funds. Trustee of
the University of Chicago, Occidental College and Marquette
University. Member of the Grambling College Foundation and the
Ewing Marion Kauffman Center for Entrepreneurial Leadership
Development Committee.

Photo 4

MICHAEL L. DOW, 62, OWNER OF GENERAL AVIATION, INC. DIRECTOR
SINCE 1988.
Founder and owner of General Aviation, Inc., a provider of
aviation-related services located in Lansing, Michigan, 1965 to
date. Owner of Michael L. Dow Associates. Director of Chemical
Financial Corporation and Chemical Bank and Trust Company, both
of Midland, Michigan. Trustee and Treasurer of The Herbert H.
and Grace A. Dow Foundation. Trustee of the Michigan State
University Foundation.

Photo 5

MICHAEL D. PARKER, 50, DOW EXECUTIVE VICE PRESIDENT AND PRESIDENT
OF DOW NORTH AMERICA. DIRECTOR SINCE 1995.
Employee of Dow since 1968. Dow Europe S.A.* Product Marketing
Manager for Epoxy Resins 1977-79. Director of Marketing for
Inorganic Chemicals 1979-82. Director of Marketing for Organic
Chemicals 1982-83. Commercial Director for the Functional
Products Department 1983-84. Dow U.S.A. General Manager of the
Specialty Chemicals Department 1984-87. Dow Chemical Pacific
Limited* Commercial Vice President 1987-88, President 1988-93.
Dow Group Vice President 1993-96. Group Vice President -
Chemicals and Hydrocarbons 1993-95. Vice President for Chemicals
and Metals 1995 to date. President Dow North America 1995 to
date. Executive Vice President, November 1996 to date. Director
of Destec Energy, Inc.,* the National Association of
Manufacturers and the National Legal Center for the Public
Interest.

<PAGE>

Photo 6

J. PEDRO REINHARD, 51, DOW EXECUTIVE VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER. DIRECTOR SINCE 1995.
Employee of Dow since 1970. Dow Brazil Area Finance Director
1978-81. Dow Europe S.A.* Finance Director 1981-85. Dow
Assistant Treasurer 1984-85. Dow Europe S.A.* Vice President
1985-88. Managing Director, Dow Italy 1985-88. Dow Treasurer
1988-96, Vice President 1990-95, Financial Vice President 1995-
96, Chief Financial Officer 1995 to date, Executive Vice
President, November 1996 to date. Director of DowElanco* and
Destec Energy, Inc.* Chairman of the Board of Liana Limited.*
Member of the Financial Accounting Standards Advisory Council,
National Association of Corporate Treasurers and the Financial
Executives Institute.

Photo 7

PAUL G. STERN, 58, PARTNER AT THAYER CAPITAL PARTNERS. DIRECTOR
SINCE 1992.
Partner and co-founder of Thayer Capital Partners, 1995 to date.
Visiting Professor at the Wharton School of the University of
Pennsylvania. Special Partner at Forstmann Little & Co. 1993-95.
Northern Telecom Limited Director 1988-93, Vice Chairman and
Chief Executive Officer 1989-90, Chief Executive Officer 1990-93,
Chairman of the Board 1990-93. President, Unisys Corporation
(formerly Burroughs Corporation) 1982-87. Director of LTV
Corporation and Whirlpool Corporation. Board member of the
Lauder Institute and the University of Pennsylvania's School of
Engineering and Applied Science and the Wharton School.
Treasurer, John F. Kennedy Center for the Performing Arts,
Washington, D.C.

CURRENT DIRECTORS

Photo 8

JACQUELINE K. BARTON, 44, PROFESSOR OF CHEMISTRY, CALIFORNIA
INSTITUTE OF TECHNOLOGY. DIRECTOR SINCE 1993.
Assistant Professor of Chemistry and Biochemistry, Hunter
College, City University of New York 1980-82. Columbia
University: Assistant Professor 1983-85, Associate Professor
1985-86, Professor of Chemistry and Biological Sciences 1986-89.
Professor of Chemistry, California Institute of Technology 1989
to date. Named a MacArthur Foundation Fellow 1991. Recipient of
the American Chemical Society ("ACS") William H. Nichols Medal
Award 1997, Columbia University Medal of Excellence 1992, ACS
Garvan Medal 1992, Mayor of New York's Award in Science and
Technology 1988, ACS Award in Pure Chemistry 1988 and the Alan T.
Waterman Award of the National Science Foundation 1985. Member
of the American Academy of Arts and Sciences and the Gilead
Sciences Scientific Advisory Board. Trustee of Barnard College.

Photo 9

DAVID T. BUZZELLI, 55, DOW VICE PRESIDENT AND CORPORATE DIRECTOR
OF ENVIRONMENT, HEALTH & SAFETY, PUBLIC AFFAIRS AND INFORMATION
SYSTEMS. DIRECTOR SINCE 1993.
Employee of Dow since 1965. Manager of Agricultural Products,
Health and Environmental Services, Michigan Division 1980-84.
Director of Government and Public Affairs 1984-86. Vice
President of Dow Chemical U.S.A. 1984-86. Chairman, President
and CEO of Dow Chemical Canada Inc.* 1986-90. Dow Vice President
1990 to date. Corporate Director of Environment, Health and
Safety 1990 to date. Corporate Director of Public Affairs 1993
to date. Management responsibility for Information Systems 1994
to date. Director of Dow Corning Corporation.* Co-Chairman of
the President's Council on Sustainable Development. Member of
The Conference Board Council on Environmental Affairs, Chairman
of The Keystone Center Board of Trustees, World Resources
Institute Advisory Board and the Midland Community Center Board
of Trustees.

<PAGE>

Photo 10

ANTHONY J. CARBONE, 56, DOW EXECUTIVE VICE PRESIDENT. DIRECTOR
SINCE 1995.
Employee of Dow since 1962. Dow Latin America Marketing Director
for Plastics 1974-76. Dow Business Manager for STYROFOAM
Trademark 1976-80, Director of Marketing for Functional Products
and Systems 1980-83. Dow U.S.A. General Manager of the Coatings
and Resins Department 1983-86, General Manager of Separation
Systems 1986-87, Vice President Dow Plastics 1987-91. Dow North
America Group Vice President for Plastics 1991-93. Group Vice
President, Dow Plastics 1993-95. Group Vice President -
Plastics, Hydrocarbons and Energy 1995-96. Executive Vice
President, November 1996 to date. Director, Dow-United
Technologies Composite Products, Inc.* Board member of the
Society of Plastics Industries and the American Plastics Council.

Photo 11

JOHN C. DANFORTH, 60, PARTNER, BRYAN CAVE LLP, AND FORMER UNITED
STATES SENATOR. DIRECTOR SINCE 1996.
Partner with the law firm of Bryan Cave LLP with offices in St.
Louis, Kansas City, and fourteen other cities in the United
States and abroad, 1995 to date. Attorney General of Missouri
1969-76. United States Senate 1976-95, serving on the Committee
on Finance; Committee on Commerce, Science and Transportation;
and the Select Committee on Intelligence. Director of General
American Life Insurance Company and Cerner Corporation.
Recipient of the St. Louis Award, the Harry S Truman Good
Neighbor Award, the St. Louis Man of the Year Award, the Right
Arm of St. Louis Award, the University of Missouri-Kansas City
Chancellor's Medal Award, the Presidential World Without Hunger
Award, the Legislative Leadership Award of the National
Commission Against Drunk Driving, the Distinguished Missourian
and Brotherhood Awards of the National Conference of Christians
and Jews.

Photo 12

JOSEPH L. DOWNEY, 60, DOW SENIOR CONSULTANT. CHAIRMAN OF
DOWELANCO.* DIRECTOR SINCE 1989.
Employee of Dow since 1961. Dow Chemical U.S.A. Vice President
1983-86. Dow Vice President 1985-91, Senior Vice President 1991-
94. President of Dow Consumer Products Inc.* 1986-88. Chairman
of the Board of DowBrands Inc.* 1988-95. Chairman of the Board
of DowElanco* 1989 to date. Director of DowBrands Inc.* and
Security National Bank, Manhattan, Kansas.

Photo 13

ENRIQUE C. FALLA, 57, DOW SENIOR VICE PRESIDENT. DIRECTOR SINCE
1985.
Employee of Dow since 1967. Commercial Vice President of Dow
Latin America 1979-80. President of Dow Latin America 1980-84.
Dow Financial Vice President 1984-91. Treasurer 1986-87. Chief
Financial Officer 1987-95. Executive Vice President 1991-97.
Senior Vice President 1997 to date. Director of Dow Corning
Corporation,* Kmart Corporation, Guidant Corporation, and the
University of Miami.

Photo 14

BARBARA HACKMAN FRANKLIN, 56, PRESIDENT AND CEO, BARBARA FRANKLIN
ENTERPRISES, AND FORMER U.S. SECRETARY OF COMMERCE. DIRECTOR
1980-92 AND 1993 TO DATE.
U.S. Consumer Product Safety Commission 1973-79, Vice Chairman
1973-74 and 1977-78. Wharton School of the University of
Pennsylvania, Senior Fellow 1979-89, Director of the Government
and Business Program 1980-88. President and CEO, Franklin
Associates 1984-92. U.S. Secretary of Commerce 1992-93.
President and CEO, Barbara Franklin Enterprises 1995 to date.
Alternate Representative to 44th United Nations General Assembly
1989-90. President's Advisory Committee for Trade Policy and
Negotiations 1982-86 and 1989-92. AICPA Board of Directors 1979-
86, Auditing Standards Board Planning Committee 1989-92. Advisor
to U.S. Comptroller General 1984-92 and 1995 to date. Director
of Aetna, Inc.; AMP Incorporated; MedImmune, Inc.; Cincinnati
Milacron, Inc. and NASDAQ Stock Market, Inc.

<PAGE>

Photo 15

ALLAN D. GILMOUR, 62, RETIRED VICE CHAIRMAN OF FORD MOTOR
COMPANY. DIRECTOR SINCE 1995.
Employee of Ford Motor Company 1960-95, Assistant to the
Executive Vice President - Finance 1968-72. Ford Motor Credit
Company, Executive Vice President - Administration 1972-73,
Executive Vice President - Administration and Special Financing
Operations 1973-75, President 1975-77. Ford Executive Director
of Corporate and North American Analysis 1977-79, Corporate Vice
President and Controller 1979-84, Vice President - External and
Personnel Affairs 1984-86, Executive Vice President and Chief
Financial Officer 1986-87. Executive Vice President -
International Automotive Operations 1987-89, Executive Vice
President - Corporate Staffs 1989-90, President - Ford Automotive
Group 1990-93. Director of Ford Motor Company 1986-95, Vice
Chairman 1993-95. Director of DTE Energy Company; The Prudential
Insurance Company of America; U S WEST, Inc.; and Whirlpool
Corporation.

Photo 16

FRANK P. POPOFF, 61, CHAIRMAN OF THE DOW BOARD OF DIRECTORS.
DIRECTOR SINCE 1982.
Employee of Dow since 1959. Dow Europe S.A.* Executive Vice
President 1980-81, President 1981-85. Dow Executive Vice
President 1985-87, President 1987-93, President and Chief
Operating Officer 1987, Chief Executive Officer 1987-95, Chairman
of the Board 1992 to date. Director of American Express Company;
U S WEST, Inc.; Chemical Financial Corporation; United
Technologies Corporation; and the Michigan Molecular Institute.
Past Chairman of the Chemical Manufacturers Association. Member
of The Business Council, The Conference Board, the American
Chemical Society, the National LEAD Council, the Michigan
Business Partnership, and the Broken Hill Proprietary Company
Limited of Australia International Advisory Council.

Photo 17

HAROLD T. SHAPIRO, 61, PRESIDENT OF PRINCETON UNIVERSITY.
DIRECTOR SINCE 1985.
President of The University of Michigan 1980-87. President of
Princeton University 1988 to date. Chairman, National Bioethics
Advisory Commission 1996 to date. Presidential Appointment to
the Council of Advisors on Science and Technology 1990-92.
Member of the Institute of Medicine and the American
Philosophical Society. Fellow of the American Academy of Arts
and Sciences. Trustee and Chair of the Board of the Alfred P.
Sloan Foundation. Trustee of the University of Pennsylvania
Medical Center, The Universities Research Association, and the
Educational Testing Service. Director of the National Bureau of
Economic Research.

Photo 18

WILLIAM S. STAVROPOULOS, 57, DOW PRESIDENT AND CHIEF EXECUTIVE
OFFICER. DIRECTOR SINCE 1990.
Employee of Dow since 1967. President of Dow Latin America 1984-
85. Dow U.S.A. Commercial Vice President for Basics and
Hydrocarbons 1985-87. Group Vice President for Plastics and
Hydrocarbons 1987-90. President of Dow U.S.A. 1990-93. Dow Vice
President 1990-91, Senior Vice President 1991-93, Chief Operating
Officer 1993-95, President 1993 to date, Chief Executive Officer
1995 to date. Director of Dow Corning Corporation,* DowBrands
Inc.,* DowElanco,* NCR Corporation, Chemical Financial
Corporation, and Chemical Bank and Trust Company. Member of the
American Chemical Society, The Business Council, The Business
Roundtable, and the Society of Chemical Industry. Serves on the
Joint Automotive Suppliers Governmental Action Council and the
University of Notre Dame Advisory Council for the College of
Science. Board member of the American Plastics Council, Chemical
Manufacturers Association, University of Washington Foundation,
American Enterprise Institute for Public Policy Research, Midland
Community Center, and U.S. Council for International Business.

* A number of Company entities are referred to in the biographies
and are defined as follows. (Some of these entities have had
various names over the years and the names and relationships to
the Company, unless otherwise indicated, are stated in this
footnote as they existed as of the Annual Meeting record date.)
Dow Corning Corporation and Dow-United Technologies Composite
Products, Inc., corporations 50 percent-owned by Dow; DowElanco,
a general partnership 60 percent-owned by Dow; Destec Energy,
Inc., a majority-owned subsidiary of Dow; Dow Benelux N.V., Dow
Chemical Canada Inc., Dow Chemical Pacific Limited, Dow Europe
S.A., Dow Italia S.p.A., DowBrands Inc., and Liana Limited, all
ultimately wholly owned subsidiaries of Dow. Ownership by Dow
described above may be either direct or indirect.

<PAGE>

AGENDA ITEM 2
RATIFICATION OF THE APPOINTMENT
OF THE INDEPENDENT AUDITORS

RESOLVED, THAT THE APPOINTMENT BY THE BOARD OF DIRECTORS OF
DELOITTE & TOUCHE LLP TO AUDIT THE 1997 CONSOLIDATED FINANCIAL
STATEMENTS OF THE DOW CHEMICAL COMPANY AND ITS SUBSIDIARIES IS
HEREBY RATIFIED.

The Bylaws provide that the Board's selection of auditors must be
presented for stockholder ratification or rejection at the Annual
Meeting. The Audit Committee has recommended and the Board has,
subject to your ratification, appointed Deloitte & Touche LLP
(the "Firm") to audit and report on the consolidated financial
statements of Dow and its subsidiaries for 1997. Deloitte &
Touche LLP has audited Dow's financial statements for more than
75 years and served as its independent auditors for 1996. The
Firm has offices or affiliates at or near most of the locations
where Dow operates in the United States and other countries.
Deloitte & Touche LLP regularly rotates its lead audit partner
assigned to Dow.

Before making its recommendation for appointment, the Audit
Committee carefully considers the qualifications of candidates
for independent auditors. For Deloitte & Touche LLP, this has
included a review of its performance in prior years, as well as
its reputation for integrity and for competence in the fields of
accounting and auditing. The Audit Committee has expressed its
satisfaction with Deloitte & Touche LLP. In February 1997,
Deloitte & Touche LLP advised the Committee that it believes all
litigation against the Firm can fairly be characterized as
incidental to the practice of the accounting profession and that
resolution of its cases will not affect its ability to serve as
independent auditors for the Company. The Audit Committee has
concluded that the ability of Deloitte & Touche LLP to perform
services for the Company is not adversely affected by such
litigation.

Representatives of Deloitte & Touche LLP will attend the Annual
Meeting and may make a statement if they wish. They will be
available to answer stockholder questions at the Meeting.

Audit services performed by Deloitte & Touche LLP for the year
ended December 31, 1996, included the audit of the consolidated
financial statements of the Company and its subsidiaries, the
separate audits of the financial statements of certain subsidiary
companies and employee benefit plans where required by government
regulations or agreement, as well as services related to filings
with the Securities and Exchange Commission and consultation on
matters related to accounting and financial reporting.

Approval of this proposal to ratify the appointment of Deloitte &
Touche LLP requires a majority of votes actually cast on the
matter. For purposes of determining the number of votes cast on
the matter, only those cast "for" or "against" are included.
Abstentions and broker non-votes are not included. If the
resolution does not pass, the selection of independent auditors
will be reconsidered by the Audit Committee and the Board.
Because it is difficult and not cost effective to make any change
in independent auditors so far into the year, the appointment of
Deloitte & Touche LLP would probably be continued for 1997,
unless the Audit Committee or the Board finds additional good
reasons for making an immediate change.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS
VOTE FOR THE PROPOSAL TO RATIFY ITS SELECTION OF DELOITTE &
TOUCHE LLP AS DOW'S INDEPENDENT AUDITORS FOR 1997.

<PAGE>

AGENDA ITEM 3
AUTHORIZATION OF THE AMENDMENT OF
THE 1988 AWARD AND OPTION PLAN

At the request of Dow's management, the following resolution will
be considered at the Meeting:

RESOLVED, THAT THE BOARD OF DIRECTORS OF THE DOW CHEMICAL COMPANY
IS AUTHORIZED TO ADOPT AND IMPLEMENT IN ITS DISCRETION AMENDMENTS
TO THE 1988 AWARD AND OPTION PLAN, TO BE EFFECTIVE AS OF JANUARY
1, 1997, AND TO CONFORM SUCH PLAN, AS AMENDED, IN SUBSTANCE TO
THE TEXT SET FORTH IN APPENDIX A OF THE PROXY STATEMENT FOR THE
1997 ANNUAL MEETING OF STOCKHOLDERS.

Dow's stockholders initially approved The Dow Chemical Company
1988 Award and Option Plan (the "Plan") in 1988. Since that
time, the Plan has served as the principal vehicle for the award
of stock-based incentives to Dow's employees. Dow desires to
continue its policy of advancing the interests and long-term
success of the Company by encouraging employee stock ownership
and thereby increasing employees' personal involvement with the
future of the Company. The Plan has afforded the Company's Board
of Directors (the "Board") and its Compensation Committee (the
"Compensation Committee") the ability to design compensatory
awards that are responsive to the Company's changing needs. In
order to enhance the Company's ability to attract and retain
people of ability, training and experience, on February 13, 1997,
the Board adopted a resolution amending the Plan, subject to
approval by the Company's stockholders at the 1997 Annual
Meeting.

One reason for amending the Plan is to ensure that certain types
of awards under the Plan will continue to qualify as performance-
based compensation for purposes of Section 162(m) of the Internal
Revenue Code (the "Code"). That section, which became law in
1993, generally disallows a tax deduction for certain
compensation over $1 million paid, or otherwise taxable, to
persons named in the Summary Compensation Table and employed by
the Company at the end of the applicable year. Qualifying
performance-based compensation is not subject to the deduction
limit if certain requirements are met.

The Company also desires to amend the Plan to increase the
percentage of outstanding shares available annually. This
increase would afford the Compensation Committee greater
flexibility in designing compensation packages aligned with
stockholders' interests. The change is necessary not only
to offset the reduction in outstanding shares (and the
corresponding reduction in shares available for the Plan)
resulting from Dow's recent and ongoing repurchases in the open
market, but also to accommodate the possible use of performance
options, which typically require a greater number of shares than
other types of stock-based compensation.

As a result of Dow's stock buyback program, the approximate
number of shares outstanding has decreased from 277 million at
the beginning of 1995, to 252 million in 1996 and 241 million at
the start of the current year. This 36 million reduction in
outstanding shares over the past two years has resulted in
360,000 fewer shares available to the Compensation Committee for
annual grant under the Plan.

The reduction in outstanding shares is also partially
attributable to two features of the Plan that employees may
voluntarily select. The first feature is the utilization of
previously owned shares in lieu of cash to pay for the exercise
of Options. Historically, about one-third of the Option
exercises result in the return of shares to the Company in this
way. Secondly, employees holding 15 percent of the Option shares
granted in 1996 under the Plan converted their Awards from
Options to Deferred Stock with multiyear earnings per share
performance hurdles, at a conversion ratio of three Option shares
converting to one share of Deferred Stock.

The Plan as amended would also prohibit the repricing of Options
unless stockholder approval is sought and received. The Plan
already provides for Options priced at Fair Market Value or
greater and does not permit "discount" Options.

A summary of the proposed amendment (the "Amendment") is set
forth below, followed by a description of the entire Plan,
including the proposed changes from the Amendment. The full text
of the amended Plan is annexed to this Proxy Statement as
Appendix A (pages 25-30), and the following summaries are
qualified in their entirety by reference to Appendix A.

SUMMARY OF PLAN CHANGES
1. COMPLIANCE WITH SECTION 162(M) OF THE CODE: The Plan was
adopted before the existence of Section 162(m) of the Code
and therefore was not specifically designed to meet its
requirements. Certain limits and other requirements are
added to the Plan by the Amendment to ensure that awards of
Options, Stock Appreciation Rights, Deferred Stock and
Restricted Stock may qualify as performance-based
compensation for the purpose of Section 162(m).

a. INDIVIDUAL LIMITS. Under the Amendment, an annual limit of
400,000 shares is set for awards of Options and Stock
Appreciation Rights to any individual. For purposes of this
limit, the Plan allows additional shares to be awarded in
any year by carrying forward and

<PAGE>

borrowing against an individual's limit for the immediately
preceding and succeeding years, but only to the extent of
one year's annual limit. Such carrying forward and
borrowing provisions do not increase the aggregate number of
shares that may be awarded under the Plan, but merely allow
the Compensation Committee flexibility in timing awards to
individuals. The Amendment also limits aggregate awards of
Deferred Stock and Restricted Stock to any individual to
300,000 shares over any three-calendar-year period.

b. MANAGEMENT OBJECTIVES. Another requirement of Section
162(m) is that the Plan and the performance measures that
must be attained to receive performance-based awards be
disclosed to and approved by stockholders. The Amendment
specifies performance measures, called management
objectives, that must be attained in a specified performance
period for employees who are covered by Section 162(m) to
receive performance-based awards of Deferred Stock or
Restricted Stock.

2. AVAILABLE SHARES. The Amendment increases the percentage of
shares of common stock available for grant under the Plan in
each calendar year, beginning with 1997, from 1.0 to 1.5
percent of the total shares of common stock outstanding.
The Amendment also allows 50 percent, as opposed to 25
percent under the current Plan, of any year's allocation, if
unused, to be carried forward for up to three years.
Similarly, up to 50 percent of a subsequent year's
allocation may be borrowed for use in a current year, as
opposed to 25 percent under the current Plan.

3. NO RE-PRICING OF OPTIONS. The Amendment provides that
subject to existing Plan provisions on changes in
capitalization, the Compensation Committee may not amend any
outstanding Option to reduce the option price or cancel and
replace the Option with awards having a lower option price
without further approval of stockholders.

SUMMARY OF THE PLAN INCORPORATING AMENDMENTS

GENERAL INFORMATION
The Plan authorizes the Company to grant to officers and other
managerial, administrative or professional employees of the
Company and its subsidiaries awards in the form of Deferred
Stock, Restricted Stock, Stock Options, Stock Appreciation Rights
or a combination of these forms. Members of the Compensation
Committee are ineligible to receive Awards under either the Plan
or any similar plan of the Company.

The maximum numbers of shares available for Awards, as described
above, are subject to adjustment in the event of a
reorganization, stock split, stock dividend, combination of
shares, merger, consolidation or other recapitalization of the
Company. Furthermore, these numbers shall have no effect on the
share limits applicable to similar components granted under prior
plans and presently outstanding or committed. Approximately 13
million shares granted under the Plan as Options and other Awards
were outstanding as of January 31, 1997. An additional 4.7
million shares are also allocated for sale under the Company's
all-employee Stock Purchase Plan and for current grants pursuant
to the Plan. Awards under the Plan may be made available from
either newly issued shares or shares reacquired by the Company.

The closing price of Dow common stock reported by the New York
Stock Exchange Composite Tape for March 17, 1997, was $84.00 per
share.

DEFERRED STOCK
Deferred Stock is common stock of the Company to be issued to the
awardee under the Plan in one or more installments beginning at
such time in the future as the Compensation Committee shall
determine. Prior to issuance of Deferred Stock, the Company
shall pay or accrue an amount equivalent to the dividends on that
Deferred Stock. The Plan provides for forfeiture of Deferred
Stock for breach of conditions and for modification or
acceleration by the Company of the schedule for issuing shares.
In addition, delivery of Deferred Stock will be accelerated in
the event of a "Change in Control," as defined on page 30.

RESTRICTED STOCK
Restricted Stock under the Plan is common stock of the Company
restricted as to sale for such time as the Compensation Committee
shall determine. Prior to the lifting of the restrictions, the
awardee will nevertheless be entitled to receive dividends from
and to vote the shares of Restricted Stock. The Plan provides
for forfeiture of Restricted Stock for breach of conditions and
for modification or acceleration by the Company of the schedule
for lifting restrictions. In addition, lifting of restrictions
will be accelerated in the event of a "Change of Control," as
defined on page 30.

MANAGEMENT OBJECTIVES
Awards of Deferred Stock and Restricted Stock may specify
management objectives stating a minimum acceptable level of
achievement below which no payment will be made in the case of
Deferred Stock, or below which there will be a complete
forfeiture of shares in the case of

<PAGE>

Restricted Stock. If management objectives are specified in an
Award to any individual who is, or is reasonably likely to
become, a covered employee within the meaning of Section 162(m)
of the Code, the Plan requires that the management objectives be
based on specified levels of growth in one or more of the
following criteria: (i) earnings, (ii) earnings per share, (iii)
share price, (iv) revenues, (v) total stockholder return, (vi)
return on invested capital, equity or assets, (vii) operating
margins, (viii) sales growth, (ix) productivity improvement, (x)
market share and (xi) economic profit. Management objectives may
not be adjusted after the grant of any Award unless such
adjustment is permitted under Section 162(m) of the Code.

OPTIONS
Under the Option component of the Plan, awardees of Options will
receive the right to purchase a specified number of shares of the
common stock of the Company at an option price of not less than
the market price of such stock on the date the Option is granted.
As indicated above, aggregate awards of Options and Stock
Appreciation Rights to any individual are limited to 400,000
shares of common stock in any calendar year, subject to limited
carrying forward of ungranted shares and borrowing against the
succeeding year's limit. Such carrying forward and borrowing
provisions do not increase the aggregate shares that may be
awarded under the Plan, but merely allow the Compensation
Committee flexibility in timing Awards to individuals. Taking
into account any carrying forward or borrowing, the maximum
number of shares covered by Awards in any calendar year cannot
exceed two times the annual limit stated above. Shares covered
by any Option that expires, or is granted and subsequently
terminated for any reason, may be reallocated, unless they have
been issued under Stock Appreciation Rights (described below)
relating to such Options. Shares issued upon exercise of Options
may be made subject to restrictions imposed by the Compensation
Committee.

Each Option may be granted for a period not exceeding ten years.
No Option may be exercised for at least one year after the date
of grant. The Plan forbids the Compensation Committee from re-
pricing any "underwater" Options. Shares purchased upon exercise
of an Option must be paid for in full at the time of exercise,
either in cash or with currently owned shares. Any Option
awarded as an Incentive Stock Option will be in compliance with
the requirements of Section 422 of the Internal Revenue Code of
1986 as amended, or any statutory provision which may replace
such section.

STOCK APPRECIATION RIGHTS
Under the Stock Appreciation Rights component of the Plan,
Awardees will receive rights which entitle them to receive a
payment in cash, common stock, Restricted Stock or Deferred Stock
as selected by the Compensation Committee. These rights are
determined by the appreciation in common stock subject to an
Option ("Tandem SAR"), or may be granted separately
("Freestanding SAR"). A Tandem SAR may be granted either at the
time of the grant of the Option or at any time thereafter during
the term of the Option and shall be capable of being exercised
only to the extent that the related Option is capable of being
exercised. As described above under the disclosure regarding
Options, awards of Stock Appreciation Rights are included in the
Plan's individual annual limits. In no event may an award of a
Freestanding SAR be exercised within the first six months of its
grant, or in the case of a Tandem SAR within the first six months
of the grant of the related Option.

The exercise price of a Tandem SAR shall be the option price
under the related Option. The exercise price of a Freestanding
SAR shall be not less than 100 percent of the Fair Market Value
of the common stock, as determined by the Compensation Committee,
on the date of grant of the Freestanding SAR.

AMENDMENT OR TERMINATION OF THE 1988 PLAN
The Board of Directors of the Company shall have the power to
amend or terminate the Plan, without further action of the
stockholders, but no such amendment may: (i) increase (except as
provided in Section 10 of the Plan) the total number of shares
available for issuance pursuant to the Plan, (ii) change the
class of employee eligible to be awardees, (iii) decrease the
option price stated in Section 8.02, (iv) withdraw the
administration of the Plan from the Compensation Committee or (v)
change the provisions of these limitations.

INCOME TAX STATUS
The Company has been advised by its Tax Counsel that awards made
under the Plan will give rise to the following tax events for
U.S. citizens and residents under current U.S. federal income tax
law:

1. AWARDS OF DEFERRED STOCK. The award of a right to receive
stock at a future date will not have any immediate tax
consequence. At the time shares of common stock are issued
under any such award, the awardee will be treated as having
received taxable compensation. The amount of that income
will be the Fair Market Value of one share of common stock
times the number of shares received. The Company will
receive a federal income tax deduction for the same amount
as is treated as taxable compensation to the awardee.

2. INCENTIVE STOCK OPTIONS. The awardee generally will not be
taxed either at the time of grant of the Option or at

<PAGE>

the time of its exercise. The Company will not be entitled
to a tax deduction by reason of such grant or exercise.
However, upon exercise of the Option, the spread between the
Fair Market Value of the stock at the time of exercise and
the option price is an item of tax preference subject to the
possible application of the alternative minimum tax. If a
holder does not dispose of the shares acquired before the
latter of two years after the grant and one year after the
exercise, any gain on a subsequent sale (i.e., the excess of
the proceeds received over the option price) will be a long-
term capital gain. If the holder, however, disposes of the
shares within two years after the date of grant or within
one year after the exercise of an Option, the disposition is
a "disqualifying disposition," and the holder generally must
recognize income in the year of the disposition equal to the
lower of the excess of the sales price or the Fair Market
Value at date of exercise over the Option Price. The
Company will be entitled to a deduction of an equivalent
amount (if an awardee recognizes taxable compensation as a
result of a disqualifying disposition) in the Company's
taxable year in which the disposition occurs.

3. NON-QUALIFIED OPTIONS. The awardee will not be subject to
tax upon the grant of the Option and the Company will not be
entitled to a tax deduction by reason of such grant. If an
awardee exercises a Non-Qualified Option, the difference
between the Option Price and the Fair Market Value of the
shares on the date of exercise will be treated as taxable
compensation to the awardee. The Company will be entitled
to a tax deduction in the amount of and for the taxable year
in which such amount is treated as compensation to the
awardee.

4. AWARDS OF RESTRICTED STOCK. Unless the awardee makes an
election under Section 83(b) of the Code, Restricted Stock
will not be taxable when issued and the Company will not be
entitled to a deduction at the time of issuance. When the
restrictions are lifted, the awardee will be treated as
receiving taxable compensation in the amount of the excess
of the then Fair Market Value over the amount, if any, paid
for the shares.

5. STOCK APPRECIATION RIGHTS (SAR). The awardee will not be
subject to tax upon the grant of an SAR and the Company will
not be entitled to a tax deduction by reason of such grant.
Upon the exercise of an SAR, the awardee generally will be
treated as having received taxable compensation in an amount
equal to the cash and/or Fair Market Value of the shares of
stock received pursuant to such exercise. The Company is
entitled to a deduction at the time of and equal to the
amount the awardee receives as taxable compensation.

APPROVAL OF THE PLAN
Approval of the proposal to adopt the Amendment requires an
affirmative vote of a majority of the votes cast on the matter,
provided that the total vote cast on the proposal represents over
50 percent in interest of the securities entitled to vote on the
proposal. For purposes of determining the number of votes cast
on the matter, only those cast "for" or "against" are included.
Abstentions and broker non-votes are not included. If the
requisite vote is not obtained, no further awards will be granted
without stockholder approval under the Plan to any individual who
is, or is determined by the Compensation Committee to be
reasonably likely to become, a covered employee within the
meaning of Section 162(m) of the Code.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS
VOTE FOR THE AMENDMENT OF THE 1988 AWARD AND OPTION PLAN.

<PAGE>

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors (the
"Committee") is comprised entirely of non-employee Directors.
The Committee is responsible for establishing rates of salary,
bonuses, retirement benefits and other compensation for Company
Directors and officers. In fulfilling this responsibility, the
Committee's policy is to provide strong, direct links among
stockholder value, Company and individual performance, and
executive compensation.

At the end of each year, the Committee asks the Global
Compensation and Benefits staff to present a proposed
compensation plan (together with supporting market data and
rationale) for each executive officer. After discussion with the
Chief Executive Officer about the individual performance of the
other executives towards their pre-established goals and their
expected future contributions to the Company, individual
compensation plans are established. The Committee meets alone
with the Vice President of Human Resources to receive similar
information on the Chief Executive Officer. The Committee
reviews the performance of the CEO and other executive officers
throughout the year, and has final responsibility for determining
their compensation levels.

Dow's policy is to position executive compensation at the median
levels of compensation among those companies with whom we compete
for executive talent, with appropriate variation for high
performing individuals and Company performance. The Committee
compares executive compensation levels and performance with a
selected cross-industry group of other multinational
manufacturing companies of similar size. Note that this is a
different group of companies than those in the peer group index
in the graphs on page 19. For 1996, as in prior years,
compensation paid to the Company's executive officers qualified
as fully deductible under applicable tax laws. The Committee
continues to review the impact of federal tax regulations on
compensation paid to executives.

Executive employee compensation has three components: base
salary, performance award (bonus) and long-term incentives, which
are explained more fully below.

BASE SALARIES
Base salaries for all Dow employees - including the Company's top
executives - are based on regularly scheduled compensation
surveys conducted by Dow to assure equitable salary structures.
All salaries are within the median target range of these surveys.
Changes for the executives named in the Proxy Statement
compensation tables, as well as all Dow employees, depend on
anticipated median changes in the external comparison group,
individual contributions to Dow's corporate performance, and the
executive's relative position in the compensation range of peers
at Dow. In addition, the Committee reviews the performance of
each executive officer against pre-established annual goals.

For 1996, the Committee reviewed the goals established for the
Chief Executive Officer. Specifically, the Committee considered
the following equally weighted financial factors: economic
profit, net income, earnings per share, return on stockholders'
equity and implementation of Dow's long- term strategy. Thus,
his 1996 base pay was increased both to reflect his performance
in these areas and to maintain his base salary within the
competitive range.

In general, the Committee structures the Chief Executive
Officer's pay so that, at target, no more than 35 percent of
total direct compensation is base pay. The remainder - more than
65 percent - is variable or performance-dependent pay. In
practice, that ratio has been closer to 20 percent base pay and
80 percent performance-dependent pay, for the past several years.

PERFORMANCE AWARDS (BONUSES)
In 1994, Dow stockholders approved a proposal to adopt the
Executive Performance Plan (the "Plan") to reconfigure the annual
bonus program for the Company's executive officers in order to
serve the dual objectives of providing maximum incentive value
and ensuring that the Company qualified for the federal income
tax deductions of these expenses.

The Plan sets a minimum performance goal of $700 million of Net
Income as defined in the Plan, an amount approximately equal to
the dividend paid in 1996. Once this performance goal is met, the
Compensation Committee evaluates corporate and individual
performance. The Compensation Committee calculated that the Net
Income goal was achieved in 1996. Regardless of other financial
measurements, no annual award will be paid to those named in the
Proxy Statement if the threshold economic profit value for the
Dow employees' variable pay program is not met and employees
receive no award. In accordance with the provisions of the Plan,
the Committee used its discretion to determine the appropriate
amount of each executive's performance award based upon
individual performance towards goals, corporate performance and
the competitive environment. It is the Committee's judgment that
the performance awards stated in the Summary Compensation Tables
are appropriate.

<PAGE>

LONG-TERM INCENTIVE COMPENSATION
This year, long-term incentive compensation is comprised solely
of grants of stock options. The Committee believes that this type
of incentive compensation focuses management attention on long-
term financial performance and growth for the Company. When stock
options are granted, the exercise price is the Fair Market Value
on the grant date. As a result, executives earn future gains
from these options only to the extent the price of Dow stock
increases. Grants of stock awards are approved by the
Compensation Committee after they evaluate the contribution of
each executive to the Company's long-term performance and the
importance of his or her responsibilities within the
organization.

With respect to the CEO for 1996, the Committee evaluated
progress on: (1) the implementation of an organization focused on
global businesses and functions, and the renewal of Dow's
culture; (2) progress on productivity improvement plans; (3)
effective management team transition and (4) progress on value-
growth initiatives. These factors are listed in order of
relative importance.

In addition, the Committee considered the appropriate mix of
short- and long-term compensation and competitive data from the
compensation comparison groups (to maintain the desired median
positioning, adjusted for the fact that the Company places a
larger percentage of total executive compensation at risk than
the other comparison companies). The award for the Chief
Executive Officer was established using similar considerations.
The Committee determined for 1996 that levels of stock options
granted reflected changing executive responsibilities, actual
performance measured against long-term goals and appropriate
total value relative to the comparison group.

IMPROVEMENTS TO LONG-TERM INCENTIVE COMPENSATION
The Committee believes that amendment of the current stock award
plan is in order, to increase the number of available award
shares needed to compensate executives with stock-based awards,
with the objective of greater total returns to stockholders.
Flexibility has been limited by our current stock plan, and
proposed amendments will be presented to stockholders at this
year's Annual Meeting for their approval. Consistent with these
objectives, we have once again approved a complete study of stock-
based long-term incentive programs for executives, to be
conducted by an outside consultant.

COMPENSATION COMMITTEE
Harold T. Shapiro, Chairman
Willie D. Davis
Barbara Hackman Franklin
Allan D. Gilmour
Paul G. Stern

<PAGE>

<TABLE>
SUMMARY COMPENSATION TABLE

Long-Term Compensation

Annual Compensation Awards Payouts

Other Deferred/ Securities
AnnualRestricted Underlying Long-Term All Other
Name Compen- Stock Options/ Incentive Compen-
and Principal Salary Bonus sation Awards SARs Payouts sation
Positions Year ($) ($) ($) ($)(a) (# Shares) ($)(b) ($)

<S> <C> <C> <C> <C> <C> <C> <C> <C>
W. S. Stavropoulos 1996 746,674 760,000 0 0 110,000 Shares 421,275 19,678(e)
President and 1995 626,668 650,000 0 0 85,000 Shares 213,690 25,471
Chief Executive 1994 550,008 350,000 89 0 75,000 Shares 46,605 44,040
Officer

A. A. Allemang 1996 321,426 400,000 110,143(d) 0 25,000 Shares 26,659 13,294(e)
Vice President and 1995(c) - - - - - - -
Director, 1994(c) - - - - - - -
Manufacturing and
Engineering

A. J. Carbone 1996 455,174 500,000 0 0 35,000 Shares 100,590 13,946(e)
Executive Vice 1995 348,504 450,000 0 0 28,000 Shares 52,375 6,971
President, Global 1994(c) - - - - - - -
Plastics and
Hydrocarbons &
Energy

M. D. Parker 1996 440,834 500,000 67,400(d) 0 35,000 Shares 83,850 98,024(e)
Executive Vice 1995 335,004 450,000 60,015(d) 0 27,000 Shares 42,360 130,264
President, Global 1994(c) - - - - - - -
Chemicals.
President, Dow
North America

J. P. Reinhard 1996 437,508 500,000 0 0 35,000 Shares 83,756 27,268(e)
Executive Vice 1995 346,674 412,500 0 66,188 24,000 Shares 44,516 48,256
President and 1994(c) - - - - - - -
Chief Financial
Officer
</TABLE>

(a) The number and value of the aggregate deferred stock
holdings on 12/31/96 was: Messrs. Allemang - 0 shares;
Carbone - 900 shares, $71,438; Parker - 0 shares; Reinhard -
1,700 shares, $134,938; Stavropoulos - 2,000 shares,
$158,750. Shares are deliverable subject to acceleration
upon a change in control of the Company. Market rate
dividend equivalents are paid on shares of deferred stock.
(b) This column represents payouts from Management Achievement
Recognition System and Dividend Unit awards granted in prior
years.
(c) Compensation for years prior to becoming an officer of the
Company are not required to be disclosed.
(d) Compensation to employees while on foreign service for taxes
that are in excess of those that would be incurred in their
base country.
(e) All other compensation details for 1996 appear in the
separate chart below:

<TABLE>
DETAILS OF ALL OTHER COMPENSATION FROM 1996 SUMMARY COMPENSATION TABLE

Total
Elective Imputed Personal All
Foreign Deferred Elective Deferral Destec Income Excess Other
Service Cash Deferral Company Director Life Liability Compen-
Allowances Interest Interest Match Fees Ins. Insurance 401(k) sation
Name ($) ($) ($) ($) ($) ($) ($) ($) ($)

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
W. S. Stavropoulos 0 0 2,636 10,500 0 0 971 5,571 19,678
A. A. Allemang 0 0 3,528 3,224 0 0 971 5,571 13,294
A. J. Carbone 0 0 1,449 5,955 0 0 971 5,571 13,946
M. D. Parker 72,513 0 0 0 22,000 2,540 971 0 98,024
J. P. Reinhard 0 0 67 5,980 18,750 0 971 1,500 27,268
</TABLE>

<PAGE>

<TABLE>
OPTION GRANTS IN 1996

<CAPTION>
Individual Grants

Percent
of Total
Options
Granted
Number of to Potential Realizable Value
Securities Employees Exercise at Assumed Annual Rates
Underlying In or Base Expir- of Stock Price Appreciation
Options Fiscal Price ation for 10-Year Option Term(a)
Name Granted(#) Year ($/Share) Date 0%($) 5%($) 10%($)

<S> <C> <C> <C> <C> <C> <C> <C>
All Stockholders N/A N/A N/A N/A 0(b)11,950,814,724(b) 30,161,580,019(b)

All Optionees 1,859,400 100.0% $75.3750 02/16/06 0(c) 88,295,933(c) 222,842,117(c)

All Optionees'
Gain as % of All
Stockholders' Gain N/A N/A N/A N/A N/A 0.7% 0.7%

W. S. Stavropoulos110,000(d) 5.9% $75.3750 02/16/06 0 5,223,488 13,183,088
A. A. Allemang 25,000(d) 1.3% $75.3750 02/16/06 0 1,187,156 2,996,156
A. J. Carbone 35,000(d) 1.9% $75.3750 02/16/06 0 1,662,019 4,194,619
M. D. Parker 35,000(d) 1.9% $75.3750 02/16/06 0 1,662,019 4,194,619
J. P. Reinhard 35,000(d) 1.9% $75.3750 02/16/06 0 1,662,019 4,194,619
</TABLE>

(a) The dollar amounts under these columns are the result of
calculations at 0% and at the 5% and 10% rates set by the
Securities and Exchange Commission and, therefore, are not
intended to forecast possible future appreciation, if any,
of the Company's stock price. An alternative formula for a
grant date valuation was not used, as the Company is not
aware of any formula that will determine with reasonable
accuracy a present value based on future events or other
volatile factors.
(b) Gain for all stockholders was determined based on the
251,668,951 shares outstanding on the February 16, 1996
grant date.
(c) No gain to the optionees is possible without an increase in
stock price appreciation, which will benefit all
stockholders commensurately. A 0% gain in stock price will
result in zero dollars for the optionee.
(d) This was a single grant made on February 16, 1996, that was
exercisable on February 16, 1997.

<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND DECEMBER 31, 1996 OPTION VALUES
<CAPTION>
Number
of Securities Number of Securities Value of Unexercised,
Underlying Underlying Unexercised In-the-Money
Options/SARs Value Options at 12/31/96 (#) Options at 12/31/96 ($)
Exercised Realized
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable

<S> <C> <C> <C> <C> <C> <C>
W. S. Stavropoulos 27,500 1,050,156 343,000 110,000 5,930,625 440,000
A. A. Allemang 3,172 117,849 69,178 25,000 1,227,849 100,000
A. J. Carbone 15,500 459,875 97,000 35,000 1,653,938 140,000
M. D. Parker 36,000 1,266,210 103,000 35,000 1,853,813 140,000
J. P. Reinhard 6,672 196,205 88,078 35,000 1,487,656 140,000

12/31/96 Fair Market Value = $79.375
</TABLE>

<PAGE>

PENSION PLANS

The Company provides the Dow Employees' Pension Plan (the "DEP
Plan") for employees on its U.S. payroll and for the majority of
employees of its wholly owned U.S. subsidiaries. Because it is a
defined benefit plan, the amount of a retiree's pension is
calculated using pay and years of service as an employee, rather
than by the market value of the DEP Plan assets, as in a defined
contribution plan.

Upon normal retirement at age 65, a participant receives an
annual pension from the DEP Plan subject to a statutory
limitation. The annual pension is the greater of (a) or (b)
below:

(a) 1.6 percent of the employee's highest average credited
compensation for any three consecutive years since 1961,
multiplied by the employee's years of credited service up to
35 years, and by one-half of the years of credited service
in excess of 35 years. The DEP Plan contains a provision
for an offset of the employee's primary Social Security
benefit, calculated by the method specified in the Tax
Reform Act of 1986.

(b) a benefit that is the sum of the employee's yearly "basic
and supplemental accruals." Basic accruals equal the
employee's highest average credited compensation for any
three consecutive years since 1961, multiplied by a
percentage ranging from 4 percent to 18 percent, dependent
upon the employee's age in the year earned. Supplemental
accruals are for compensation in excess of a rolling 36-
month average of the Social Security wage base.
Supplemental accruals range from 1 percent to 4 percent,
based on the age of the employee in the year earned.

The sum of the basic and supplemental accruals is divided by
a conversion factor to calculate the immediate monthly
benefit. If the employee terminates employment before age
65 and defers payment of the benefit, the account balance
calculated under this formula (b) will be credited with
interest at 8 percent per annum.

Credited compensation for executive officers who are Directors is
comprised of base salary plus 75 percent of base salary.

The following table illustrates the annual pension benefits,
including those from the Executives' Supplemental Retirement Plan
payable to executive officers, calculated before the application
of an offset of the employee's primary Social Security benefit.
The benefits shown are single-life annuities for participants who
retire at age 65 under the DEP Plan. While a single-life annuity
provides a higher retiree benefit, pensions with survivorship
provisions are elected by most participants.

<TABLE>

ANNUAL PENSION BENEFITS
<CAPTION>

Average Pay
For Pension Years of Credited Service
Purposes 15 Yrs. 20 Yrs. 25 Yrs. 30 Yrs. 35 Yrs. 40 Yrs. 45 Yrs.

For the persons named in the Summary Compensation Table, the
years of credited service and 1996 compensation covered by the
pension plans as of December 31, 1996 are: Messrs. Stavropoulos
- - 29.6 years, $1,306,680; Allemang - 31.6, $602,381; Carbone -
34.5, $796,555; and Reinhard - 26.2, $765,639.

Mr. Parker participates in the Swiss Pension Plans, which have
different terms than the U.S. retirement plan. His pensionable
salary as of December 31, 1996, was 1,597,050 Swiss francs
(approximately $1,183,000). His total service is 28.3 years.

<PAGE>

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth information regarding beneficial
ownership, as defined in Rule 13d-3 of the Securities Exchange
Act of 1934, of Dow common stock, Dow Series A ESOP Convertible
Preferred ("Dow preferred") stock, and Destec Energy, Inc.
("Destec") common stock. No Dow Director or officer holds
preferred stock of Destec or rights to acquire Dow preferred, or
Destec common or preferred stock. The table reports ownership as
of January 31, 1997, except as otherwise noted. As of that date,
when combining stock beneficially owned with rights to acquire
stock, including all options that have vested or will vest by
April 1, 1997, Directors and officers and their immediate
families as a group beneficially owned 1.14 percent of all Dow
common stock outstanding and entitled to vote, and less than 0.1
percent of Dow Series A ESOP Convertible Preferred stock.
Neither the Company nor any of its Directors or officers is aware
of any person who beneficially owns in excess of 5 percent of the
total outstanding shares of Dow common stock.

<TABLE>

Percentage of
Rights Common Shares
to Acquire Beneficially Shares
Shares of Dow Shares of Dow Beneficial Owned of Destec
Common Stock Preferred Stock Ownership of Plus Rights Common Stock
Beneficially Beneficially Shares of Dow to Acquire Beneficially
Name Owned* Owned* Common Stock** Ownership** Owned

<S> <C> <C> <C> <C> <C>
A. A. Allemang 5,549.9 122.8 94,662.5 ***
J. K. Barton 2,000.0 1,023.0 ***
D. T. Buzzelli 24,945.0 155.9 151,600.0 ***
A. J. Carbone 18,778.2 144.4 132,000.0 ***
F. P. Corson 13,051.3(a) 77.0 136,050.0 ***
J. C. Danforth 1,500.0(a) ***
W. D. Davis 1,800.0 1,023.0 ***
M. L. Dow 344,640.0(a)(b) 1,023.0 0.14%
J. L. Downey 34,980.8(a) 155.9 114,500.0 ***
E. C. Falla 74,128.0(a) 155.9 292,000.0 0.15% 2,000
B. H. Franklin 2,274.5 1,023.0 ***
A. D. Gilmour 2,500.0 ***
M. D. Parker 22,562.2 138,000.0 *** (c)
F. P. Popoff 125,981.0 155.9 862,000.0 0.41%
J. P. Reinhard 14,251.5(a) 30.0 124,078.0 *** (c)
H. T. Shapiro 2,304.0 1,023.0 ***
W. S. Stavropoulos 48,924.4 155.9 455,000.0 0.21%
P. G. Stern 3,500.0 1,023.0 ***

All Directors
and executive
officers as
a group 743,670.8(a) 1,153.7 2,506,028.5 1.04% 2,000(c)

All Directors
and officers
as a group 797,358.6(a) 1,434.7 2,753,831.5 1.14% 2,000(c)
</TABLE>

* In addition to shares held in sole name, these columns
include all shares held by the spouse and other members of
the person's immediate family who share that household with
the named person. These columns also include all shares
held in trust for the benefit of the named party or group in
The Dow Chemical Company Salaried Employees' Savings Plan.
The named person may disclaim beneficial ownership of some
or all of the shares listed.
** This column includes any shares that the party or group
could acquire through April 1, 1997, by (a) exercise of an
option granted by Dow, (b) distribution of shares under a
Deferred Stock Agreement or (c) payment of any balance due
under a subscription in The Dow Chemical Company 1996-97
Employees' Stock Purchase Plan.
*** Less than 0.1 percent.

<PAGE>

(a) Directors Corson, Danforth, Dow, Downey, Falla and Reinhard
are all members of the Board's Investment Policy Committee,
which shares investment and voting power over stock held in
the Dow Employees' Pension Plan Trust ("DEPP"). As of
January 31, 1997, the DEPP owned 1,118,785 shares of Dow
common stock subject to investment or voting power by the
Investment Policy Committee. The named individuals, and all
other Directors and officers, disclaim beneficial ownership
of Dow common stock owned by the DEPP.
(b) Director M. L. Dow is Treasurer and a trustee of The Herbert
H. and Grace A. Dow Foundation, a charitable foundation,
that owned 3,071,825 shares of Dow common stock as of
January 31, 1997. He is also a trustee of the Alden and
Vada Dow Fund, a charitable foundation, that owned 32,792
shares of Dow common stock as of January 31, 1997. The Vada
B. Dow Charitable Unitrust, of which Mr. Dow serves as a
trustee, owned 316,153 shares as of the same date. Mr. Dow
disclaims beneficial ownership of stock owned by all three
entities. He is also a trustee of five other trusts owning
a total of 77,307 shares of Dow common stock as of January
31, 1997. He also disclaims beneficial ownership of the
shares in these five trusts except 12,317 shares that are
included in the table. Although all the shares described in
this Footnote (b) are disclaimed by Mr. Dow (except 12,317
shares), and although he has no pecuniary interest in such
shares and no beneficial ownership of such shares pursuant
to Rule 16a-1 of the Securities Exchange Act of 1934, adding
such shares to his beneficial holdings would result in a
total of 1.59 percent of issued and outstanding shares on
the preceding chart.
(c) Directors Parker and Reinhard are members of the Boards of
Dow and Destec. As of January 31, 1997, they had shared
voting power over 45,000,000 shares of Destec common stock
owned by Dow. They, and all other Directors and officers of
Dow, disclaim beneficial ownership of Destec shares owned by
Dow.

STOCKHOLDER RETURN

The charts below illustrate cumulative total returns to Dow
stockholders for certain periods of time. They depict a
hypothetical $100 investment in Dow common stock on December 31
of the first year of the charts, and show the increased value of
that investment over time until December 31 of the final year,
with all dividends reinvested in stock. Hypothetical investments
of $100 in the Standard & Poor's 500 Stock Index and the Standard
& Poor's Chemical Composite Index are shown in comparison.

LEFT HAND CHART

FIVE-YEAR
CUMULATIVE TOTAL RETURN

DOW S&P CHEMICALS S&P 500
1991 $100.00 $100.00 $100.00
1992 $111.35 $105.59 $104.46
1993 $115.43 $113.94 $111.83
1994 $142.08 $127.85 $110.11
1995 $154.54 $162.16 $147.67
1996 $179.02 $205.51 $177.60

RIGHT HAND CHART

TEN-YEAR
CUMULATIVE TOTAL RETURN

DOW S&P CHEMICALS S&P 500
1986 $100.00 $100.00 $100.00
1987 $157.52 $116.89 $102.03
1988 $158.13 $124.73 $114.68
1989 $199.33 $155.34 $145.93
1990 $139.92 $126.20 $136.36
1991 $165.99 $158.22 $172.23
1992 $184.82 $167.06 $179.92
1993 $191.60 $180.27 $192.61
1994 $235.83 $202.29 $189.65
1995 $256.52 $256.56 $254.34
1996 $297.15 $325.15 $305.88

Source: The Carson Group

The form of the charts above is in accordance with SEC
requirements. Stockholders are cautioned against drawing any
conclusions from the data contained therein, as past results are
not necessarily indicative of future performance. These charts
do not reflect the Company's forecast of future financial
performance.

<PAGE>

COMPENSATION OF DIRECTORS

Dow Directors who are also Dow employees are not paid any fees or
compensation, as such, for being on the Board or on any Board
committee.

Each Dow Director who is not a Dow employee receives an annual
retainer of $32,000 for Board service and an attendance fee of
$1,200 plus reasonable expenses for each Board meeting attended.
In addition, such Directors receive $1,200 plus reasonable
expenses for each Board committee meeting, for each special
committee meeting and for each of the four scheduled quarterly
Business Review meetings attended. The chairmen of the Audit
Committee, the Committee on Directors and the Compensation
Committee each receive an additional annual retainer of $6,000.
In addition, any nonemployee Director who serves on the Audit
Committee or the Committee on Directors receives a $4,000 annual
retainer. Nonemployee chairmen of the Environmental, Health &
Safety Committee; the Finance Committee; the Investment Policy
Committee and the Public Interest Committee each receive an
annual retainer of $3,000. Nonemployee Directors receive a one-
time grant of 1,500 shares of the Company's common stock, and
certificates representing those shares bear a legend with certain
transfer restrictions specified by the Compensation Committee.
One such grant was made
in 1996.

Dow has established a voluntary deferred compensation plan for
nonemployee Directors. Under that plan, a nonemployee Director
may elect, prior to the commencement of any Board year (from
election or the Annual Meeting to the next Annual Meeting), to
have all or a specified portion of his or her retainer and
meeting fees credited to a deferred compensation account. At the
election of the Director, this may be a cash account or an
account in units based on the value of Dow common stock. Amounts
credited to the Director's account will accrue interest either
equivalent to 125 percent of the 120-month rolling average of the
ten-year U.S. Treasury Note determined on September 30 of the
preceding year, or equivalent to dividends on Dow common stock.
Such deferred amounts will be paid in one to ten installments at
the election of the Director, commencing on July 15 following the
Director's termination of Board membership, on the following
July 15 or on July 15 of the calendar year following the Director's
70th birthday. If the Director remains on the Board beyond his or
her 70th birthday, payments shall start on the July 15 following
termination of Board membership.

Dow has also established a pension plan for nonemployee
Directors. This plan is administered by the Compensation
Committee. The plan's benefit formula computes each
participant's benefit as 50 percent of his or her highest
consecutive three-year average of annual totals of retainer and
meeting fees earned, multiplied by years of creditable service,
multiplied by a monthly (or annual) annuity factor. Creditable
service is limited to ten years and minimum vesting service is
five years. The benefit will be payable in monthly installments
for a period equal to the number of months of service as a
nonemployee Director of Dow, commencing the month following the
Director's retirement. Annual payments of equal total value may
be elected in lieu of monthly installments. In the event of a
Director's death, any remaining benefit payments will be paid to
the designated beneficiary.

The Company has established a stock option plan (the "Option
Plan") for nonemployee Directors that provides for grants of ten-
year nonqualified right-to-buy options for the purchase of Dow
common stock. Such grants may be made once every five years, for
the ten-year duration of the Option Plan. The exercise price is
the Fair Market Value on the date of grant, and all options are
subject to a three-year incremental vesting schedule. The size
of the option grants is determined by a fixed formula based on
the annual retainer amount and the price of Dow common stock, and
grants are contingent upon the Director owning increasingly
larger amounts of Dow stock. For the first Option Plan grant in
1994, options for the purchase of 1,550 shares were granted to
participating nonemployee Directors who owned at least 1,500
shares of Dow common stock at the time of the grant. To be
eligible to receive a second grant in five years, these same
nonemployee Directors must at that time hold at least 2,000
shares of Dow common stock. Nonemployee Directors who have not
previously received an Option Plan grant would be eligible for
such a grant in 1999 if they own at least 1,500 shares of Dow
common stock at the time of the grant.

<PAGE>

CERTAIN LEGAL PROCEEDINGS

THE SECTION ENTITLED "CERTAIN LEGAL PROCEEDINGS" IS CURRENT AS OF
MARCH 17, 1997, THE DATE OF PRINTING.

The Company and Corning Incorporated ("Corning") are each 50
percent stockholders in Dow Corning Corporation ("Dow Corning").
Dow Corning, and in many cases the Company and Corning as well,
have been sued in a number of individual and class actions by
plaintiffs seeking damages, punitive damages and injunctive
relief in connection with injuries purportedly resulting from
alleged defects in silicone breast implants. In addition,
certain stockholders of the Company have filed separate
consolidated class action complaints alleging that the Company,
Dow Corning or some of their respective Directors violated duties
imposed by the federal securities laws regarding disclosure of
alleged defects in silicone breast implants. The Company and one
of its former officers have also been sued in two separate class
action complaints (now consolidated) alleging that the defendants
violated duties imposed by the federal securities laws regarding
disclosure of information material to a reasonable investor's
assessment of the magnitude of the Company's exposure to direct
liability in silicone breast implant litigation. In a separate
action, a Corning stockholder has sued certain Dow Corning
Directors (including certain former and current Company
Directors) alleging breaches of state law duties relating to the
manufacture and marketing of silicone breast implants and seeking
to recover unquantified money damages derivatively on Corning's
behalf.

Two separate derivative actions have been brought in the federal
court, Southern District of New York, by Company stockholders
purportedly on the Company's behalf. In Kas, et al. v. Butler,
et al., two Company stockholders brought suit in 1992, naming as
defendants all persons who were serving the Company as Directors
on December 31, 1990, certain Dow Corning Directors, Dow Corning,
Corning and certain Dow Corning officers, seeking derivatively on
the Company's behalf unquantified money damages. In Rubinstein,
et al. v. Ludington, et al., four Company stockholders brought
suit in 1992, naming as defendants Dow Corning's Directors who
were also Company Directors and certain former Company Directors,
also seeking derivatively on the Company's behalf unquantified
money damages. Plaintiffs in both cases subsequently made
demands that the Company's Board bring suit on behalf of the
Company. After the Board rejected those demands, the plaintiffs
refiled their complaints alleging that the demands were
wrongfully rejected.

On May 15, 1995, Dow Corning announced that it had voluntarily
filed for protection under Chapter 11 of the United States
Bankruptcy Code. Under Chapter 11, all claims against Dow
Corning (although not against its co-defendants) are
automatically stayed.

It is impossible to predict the outcome of each of the above
described legal actions. However, it is the opinion of the
Company's management that the possibility that these actions will
have a material adverse impact on the Company's consolidated
financial statements is remote, except as described below.

In January 1994, Dow Corning announced a pretax charge of $640
million ($415 million after tax) for the fourth quarter of 1993.
In January 1995, Dow Corning announced a pretax charge of $241
million ($152 million after tax) for the fourth quarter of 1994.
These charges included Dow Corning's best estimate of its
potential liability for breast implant litigation based on a
global Breast Implant Litigation Settlement Agreement (the
"Settlement Agreement"); litigation and claims outside the
Settlement Agreement; and provisions for legal, administrative
and research costs related to breast implants. The charges for
1993 and 1994 included pretax amounts of $1,240 million and $441
million, respectively, less expected insurance recoveries of $600
million and $200 million, respectively. The 1993 amounts
reported by Dow Corning were determined on a present value basis.
On an undiscounted basis, the estimated liability above for 1993
was $2,300 million less expected insurance recoveries of $1,200
million. As a result of the Dow Corning actions, the Company
recorded its 50 percent share of the charges, net of tax benefits
available to the Company. The impact on the Company's net income
was a charge of $192 million for 1993 and a charge of $70 million
for 1994.

Dow Corning reported an after-tax net loss of $167 million for
the second quarter of 1995, of which the Company's share amounted
to $83 million. Dow Corning's second quarter loss was a result
of a $221 million after-tax charge taken to reflect a change in
accounting method from the present value basis noted above to an
undiscounted basis resulting from the uncertainties associated
with its Chapter 11 filing. As a result of Dow Corning's 1995
second quarter loss and Chapter 11 filing, the Company recognized
a pretax charge against income of $330 million for the second
quarter of 1995, fully reserved its investment in Dow Corning and
will not recognize its 50 percent share of future equity earnings
while Dow Corning remains in Chapter 11.

On September 1, 1994, Judge Sam C. Pointer, Jr., of the United
States District Court for the Northern District of Alabama
approved the Settlement Agreement pursuant to which plaintiffs
choosing to participate in the Settlement Agreement released the
Company from liability. The Company was not a participant in the
Settlement Agreement nor was it required to contribute to the
settlement. On October 7, 1995, Judge Pointer issued an order
which concluded that the Settlement Agreement was not workable in
its then-current form because the funds

<PAGE>

committed to it by industry participants were inadequate. The
order provided that plaintiffs who had previously agreed to
participate in the Settlement Agreement could opt out after
November 30, 1995.

The Company's maximum exposure for breast implant product
liability claims against Dow Corning is limited to its investment
in Dow Corning which, after the second quarter charge noted
above, is zero. As a result, any future charges by Dow Corning
related to such claims or as a result of the Chapter 11
proceeding would not have an adverse impact on the Company's
consolidated financial statements.

The Company is separately named as a defendant in over 13,000
breast implant product liability cases. In these situations,
plaintiffs have alleged that the Company should be liable for Dow
Corning's alleged torts based on the Company's 50 percent stock
ownership in Dow Corning and that the Company should be liable by
virtue of alleged "direct participation" by the Company or its
agents in Dow Corning's breast implant business. These latter,
direct participation claims include counts sounding in strict
liability, fraud, aiding and abetting, conspiracy, concert of
action and negligence.

Judge Pointer has been appointed by the Federal Judicial Panel on
Multidistrict Litigation to oversee all of the product liability
cases involving silicone breast implants filed in the U.S.
federal courts. Initially, in a ruling issued on December 1,
1993, Judge Pointer granted the Company's motion for summary
judgment, finding that there was no basis on which a jury could
conclude that the Company was liable for any claimed defects in
the breast implants manufactured by Dow Corning. In an
interlocutory opinion issued on April 25, 1995, however, Judge
Pointer affirmed his December 1993 ruling as to plaintiffs'
corporate control claims but vacated that ruling as to
plaintiffs' direct participation claims.

In his opinion, Judge Pointer reaffirmed the view he had
expressed in his December 1993 ruling that the Company is a
separate, independent entity from Dow Corning and therefore has
no legal responsibility as a result of its ownership of Dow
Corning stock for Dow Corning's breast implant business.
However, Judge Pointer stated that, under the law of at least
some states (although not necessarily all states), actions
allegedly taken by the Company independent of its role as a
stockholder in Dow Corning could give rise to liability under a
negligence theory. Judge Pointer declined to address plaintiffs'
other legal theories, including strict liability, fraud, aiding
and abetting, conspiracy and concert of action. It is impossible
to predict the outcome or to estimate the cost to the Company of
resolving any of the federal product liability cases. The
Company has filed claims with insurance carriers to recover in
the event it is held liable in the federal (or any other) breast
implant litigation.

After Judge Pointer's initial ruling in December 1993, summary
judgment was granted to the Company in approximately 4,000 breast
implant cases pending in state courts in California, Indiana,
Michigan, New Jersey and New York, and over 100 actions in
Pennsylvania were dismissed. Of these rulings, the California
ruling was final and was appealed. On September 25, 1996, the
California Court of Appeals for the 4th District affirmed the
trial court's order granting summary judgment to the Company. On
January 15, 1997, the California Supreme Court granted
plaintiffs' petition for a review of that order. The New Jersey
ruling has been reconsidered and all claims were again dismissed,
except the negligence claim. Plaintiffs in New York filed a
motion to reconsider based on Judge Pointer's April 25, 1995
ruling. On September 22, 1995, Judge Lobis, presiding over the
consolidated New York breast implant litigation, dismissed all
counts of all cases filed against the Company in New York on the
ground that no reasonable jury could find against the Company.
On May 28, 1996, the New York Supreme Court Appellate Division
affirmed the lower court's dismissal of all claims against the
Company. New York's highest court subsequently denied
plaintiffs' petition for review, and the order dismissing all
claims against the Company is now final. Other rulings that are
not final decisions are also subject to reconsideration by the
trial courts. The Company expects that plaintiffs will file
motions to reconsider in some states as a result of Judge
Pointer's April 25 decision. The Company remains a defendant in
other breast implant product liability cases originally brought
in state courts and continues to be named as a defendant as cases
are filed in various courts. On October 20, 1996, in a Louisiana
state court breast implant case styled Spitzfaden v. Dow Corning,
et al., the court entered an order maintaining certification of a
class of Louisiana plaintiffs consisting of recipients of Dow
Corning breast implants who, as of January 15, 1997, (i) are
residents of Louisiana, (ii) are former residents of Louisiana
who are represented by Louisiana counsel, or (iii) received their
implants in Louisiana and are represented by Louisiana counsel,
together with the spouses and children of such plaintiffs, and
representatives of the estates of class members who are deceased.
The trial of the first phase of this case commenced on March 17,
1997. It is impossible to predict the outcome or to estimate the
cost to the Company of resolving any of the state product
liability cases.

The Company is also a defendant in ten federal silicone jaw
implant cases involving implants manufactured by Dow Corning.
Federal District Court Judge Paul A. Magnuson has been appointed
by the Federal Judicial Panel on Multidistrict Litigation to
oversee all of the product liability

<PAGE>

cases involving silicone jaw implants filed in the U.S. federal
courts. On March 31, 1995, Judge Magnuson granted the Company's
motion for summary judgment, concluding, based on virtually the
same arguments that were presented to Judge Pointer, that no
reasonable jury could find in favor of plaintiffs on any of their
claims against the Company. On June 13, 1995, Judge Magnuson
denied plaintiffs' motion to reconsider his ruling based on Judge
Pointer's April 25 decision, and granted the Company's request to
enter a final judgment in its favor. Plaintiffs have appealed
the final judgment to the U.S. Court of Appeals for the Eighth
Circuit.

On November 3, 1994, Judge Michael Schneider, presiding in the
consolidated breast implant cases in Harris County, Texas,
granted in part and denied in part the Company's motion for
summary judgment. Judge Schneider granted the Company's motion
as to (i) all claims based on the Company's stockholder status in
Dow Corning, (ii) the claim that the Company was liable in
negligence for failing to supervise Dow Corning, and (iii)
plaintiffs' licensor-licensee claim. Judge Schneider denied the
Company's motion with regard to plaintiffs' claims sounding in
fraud, aiding and abetting, conspiracy, certain negligence claims
and a claim brought under the Texas Deceptive Trade Practices
Act. As a result, the Company remains a defendant as to such
claims in the Harris County product liability cases. In those
cases (and in cases brought in certain other jurisdictions
including those before Judge Pointer), the Company has filed
cross-claims against Dow Corning on the ground that if the
Company and Dow Corning are found jointly and severally liable,
Dow Corning should bear appropriate responsibility for the
injuries judged to be caused by its product. In certain
jurisdictions, the Company has also filed similar cross-claims
against Corning. It is impossible to predict the outcome or to
estimate the cost to the Company of resolving any of the Harris
County product liability cases.

In an order dated December 1, 1994, Judge Frank Andrews,
presiding in the consolidated breast implant cases in Dallas
County, Texas, granted the Company's motion for summary judgment
"in all respects except as to theories of conspiracy and strict
liability as a component supplier." As a result, the Company
remains a defendant as to such claims in the Dallas County
product liability cases. It is impossible to predict the outcome
or to estimate the cost to the Company of resolving any of these
actions.

Three breast implant product liability cases brought against the
Company have been tried to judgment. In February 1995, a Harris
County jury exonerated the Company in one case and found the
Company jointly and severally liable with Dow Corning for $5.23
million on a single count in a second case. After the verdict,
however, the Court overturned the jury's verdict and entered
judgment for the Company. On October 30, 1995 a state court jury
in Reno, Nevada found the Company liable for $4.15 million in
compensatory damages and $10 million in punitive damages. The
Company has appealed the verdict. The Company has filed a claim
in Dow Corning's bankruptcy proceedings to recover from Dow
Corning its share of any monies the Company might pay as a result
of the Nevada verdict.

With the principal exception of the cases filed in Michigan and
approximately 500 cases filed in Texas, Dow Corning or the
Company have removed virtually all cases originally filed in
state courts across the country to various federal courts. The
removed cases have been, in most instances, transferred to Judge
Pointer for pre-trial proceedings. Plaintiffs have asked Judge
Pointer to remand those cases back to their states of origin, and
the Company has opposed that motion. On April 9, 1996, the United
States Court of Appeals for the Sixth Circuit ruled that because
silicone gel breast implant claims against the Company (and
certain other parties) were "related to" Dow Corning's
bankruptcy, the federal District Court for the Eastern District
of Michigan had the power to transfer such claims, including
claims currently pending before Judge Pointer, to itself and
ordered that Court to decide whether to make such a transfer. On
July 30, 1996, the District Court declined to order such a
transfer. The Company has appealed that decision.

It is the opinion of the Company's management that the
possibility is remote that plaintiffs will prevail on the theory
that the Company should be liable in the breast implant
litigation because of its stockholder relationship with Dow
Corning. The Company's management believes that there is no
merit to plaintiffs' claims that the Company is liable for
alleged defects in Dow Corning's silicone products because of the
Company's alleged direct participation in the development of
those products, and the Company intends to contest those claims
vigorously. Management believes that the possibility is remote
that a resolution of plaintiffs' direct participation claims,
including the vigorous defense against those claims, will have a
material adverse impact on the Company's financial position or
cash flows. Nevertheless, in light of Judge Pointer's April 25
ruling, it is possible that a resolution of plaintiffs' direct
participation claims, including the vigorous defense against
those claims, could have a material adverse impact on the
Company's net income for a particular period, although it is
impossible at this time to estimate the range or amount of any
such impact.

<PAGE>

GENERAL INFORMATION

DIVIDEND REINVESTMENT PROGRAM SHARES AND DOW EMPLOYEES' SAVINGS
PLAN SHARES
If you are enrolled in the Dividend Reinvestment Program ("DRP"),
the enclosed proxy form indicates the shares of common stock
owned on the record date by you directly, plus all shares of
common stock held for you in the DRP. Boston EquiServe L.P.
("BES"), as the Program agent, will vote any shares of stock held
in your DRP account as you direct. If no specific instruction is
given on an executed proxy returned by you, BES will vote as
recommended by the Board of Directors.

Separate "Confidential Voting Instructions" forms are being sent
to current or former Dow employees enrolled in either the Dow
Hourly or Salaried Employees' Savings Plans, covering all shares
of common and preferred stock held for you in the Savings Plan on
the record date. Your executed proxy will provide voting
instructions to NBD Bank, N.A., custodian for the Savings Plans'
trustee. If not all the Savings Plans' voting instructions are
returned, the custodian will vote all the shares of common stock
for each Savings Plan in the same proportion as the shares for
which signed instructions are received.

FUTURE STOCKHOLDER PROPOSALS
If you wish to submit a proposal to be considered for inclusion
in the proxy material for next year's Annual Meeting, please send
it to the Office of the Corporate Secretary, The Dow Chemical
Company, 2030 Dow Center, Midland, MI 48674. Under the rules of
the Securities and Exchange Commission, proposals must be
received no later than November 26, 1997, to be eligible for
inclusion in the 1998 Annual Meeting Proxy Statement.

NOMINATIONS FOR DIRECTOR
The Committee on Directors will continue its long-
standing practice of accepting stockholders' suggestions
of candidates to consider as potential Board members, as part of
the Committee's periodic review of the size and composition of
the Board and its committees. Such recommendations may be sent
to the Committee on Directors through the Office of the Corporate
Secretary at The Dow Chemical Company, 2030 Dow Center, Midland,
MI 48674.

Under the Company's Bylaws, stockholders wishing to formally
nominate a person for election as a Director must notify the
Secretary of the Company at the address above in writing not less
than 90 days before the Annual Meeting. Such notices must comply
with the provisions set forth in the Bylaws. A copy of the
relevant provisions of the Bylaws will be sent without charge to
any stockholder who requests it in writing. Such requests should
be addressed to the Office of the Corporate Secretary, at the
address above.

FUTURE NOTIFICATION OF ANNUAL MEETING BUSINESS
Under the Company's Bylaws, if you wish to raise items of proper
business at the 1998 Annual Meeting you must give written
notification to the Office of the Corporate Secretary at the
address above at least 45 days before the Meeting, providing your
name and address, representation that you are a holder of common
stock entitled to vote at such Meeting and intend to appear in
person or by proxy at the Meeting, disclosure of any material
interest in such business, description of the business proposed,
and the reasons for conducting such business. A copy of the
relevant provisions of the Bylaws will be sent without charge to
any stockholder who requests it in writing. Such requests should
be addressed to the Office of the Corporate Secretary at the
address above.

REPORT TO STOCKHOLDERS
The Dow Annual Report, including financial statements, is mailed
to all stockholders, unless instructions have been given to
eliminate duplicate mailings of the Annual Report to a single
household. Registered stockholders may provide such instruction
for future mailings by marking the appropriate box on the proxy
voting form. A copy of Dow's annual report on Form 10-K filed
with the Securities and Exchange Commission will be sent without
charge to any stockholder who requests it in writing. Such
requests should be addressed to Boston EquiServe L.P., P.O. Box
8038, Boston, MA 02266-8038.

OTHER MATTERS
The Board does not intend to present any business at the Meeting
not described in this Proxy Statement. The enclosed proxy form
confers upon the person or persons designated to vote the shares
represented thereby discretionary authority to vote such shares
in accordance with their best judgment with respect to all
matters that may come before the Meeting in addition to the
scheduled items of business, including any stockholder proposal
omitted from the Proxy Statement and form of proxy pursuant to
the Proxy Rules of the Securities and Exchange Commission and
matters incident to the conduct of the Meeting. At the time this
Proxy Statement went to press, the Board of Directors was not
aware of any other matter that may properly be presented for
action at the Meeting, but the enclosed proxy confers the same
discretionary authority with respect to any such other matter.

/s/ John Scriven
John Scriven
Vice President Midland, Michigan
General Counsel and Secretary March 26, 1997

<PAGE>

APPENDIX A
THE DOW CHEMICAL COMPANY 1988 AWARD AND OPTION PLAN
(INCLUDING PROPOSED AMENDMENTS AS HIGHLIGHTED)

(The following entire sections were highlighted
by shaded text: 5.01, 5.02, 8.02, 15.08(iv))

1. ESTABLISHMENT AND PURPOSE OF THE PLAN
The Dow Chemical Company 1988 Award and Option Plan is
hereby established upon the following terms and conditions.
The purpose of the Plan is to attract and retain in the
employ of the Company and its Subsidiaries and Affiliates
people of ability, training and experience by providing such
people, in consideration of services performed, an incentive
for outstanding performance to the end of furthering the
continued growth and profitability of the Company, and to
encourage ownership of the Company's stock by such people.
2. DEFINITIONS
2.01 AFFILIATE: Any entity in which the Company has a
substantial direct or indirect equity interest, as
determined by the Committee.
2.02 AWARD: An award of Deferred Stock, Restricted Stock,
Options or Stock Appreciation Rights under the Plan.
2.03 AWARDEE: An Employee to whom an Award is made.
2.04 BOARD OF DIRECTORS: The Board of Directors of the Company.
2.05 COMMON STOCK: The Common Stock of the Company, par value
$2.50 a share, or such other class or kind of shares or
other securities as may be applicable under Section 10.
2.06 COMPANY: The Dow Chemical Company, a Delaware corporation,
or any successor to substantially all its business.
2.07 COMMITTEE: The Compensation Committee of the Board of
Directors, or such other committee designated by the Board
of Directors, designated to administer the Plan under
Section 4, which committee shall have at least three
members, each of which shall be a Disinterested Person.
2.08 DEFERRED STOCK: Common Stock awarded by the Compensation
Committee under Section 6 of the Plan.
2.09 DISINTERESTED PERSON: A person defined in Rule 16b-3(d)(3)
promulgated by the Securities and Exchange Commission under
the Securities Exchange Act of 1934 as amended, or any
successor definition adopted by the Commission.
2.10 EMPLOYEE: A full-time managerial, administrative or
professional employee of the Company or a Subsidiary,
including an officer or director who is such an employee,
but excluding any employee who has provided to the Company a
written irrevocable election not to be eligible.
2.11 FAIR MARKET VALUE: As applied to a specific date, the
average of the highest and lowest market prices of Common
Stock, as reported on the consolidated transaction reporting
system for New York Stock Exchange issues on such date or,
if Common Stock was not traded on such date, on the next
preceding day on which the Common Stock was traded.
However, in the case of an Incentive Stock Option, if such
method of determining Fair Market Value shall not be
consistent with the then current regulations of the U.S.
Secretary of the Treasury, Fair Market Value shall be
determined in accordance with those regulations.
2.12 INCENTIVE STOCK OPTION: Any Option intended to meet the
requirements of an incentive stock option as defined in
Section 422A of the U.S. Internal Revenue Code of 1986 as
amended or any statutory provision that may replace such
Section.
2.13 NON-QUALIFIED OPTION: Any Option not intended to be an
Incentive Stock Option.
2.14 OPTIONS: Any option or options granted from time to time
under the Plan, including both Non-Qualified Options and
Incentive Stock Options.
2.15 PLAN: The Dow Chemical Company 1988 Award and Option Plan
herein set forth, as the same may from time to time be
amended.
2.16 RESTRICTED STOCK: Common Stock awarded by the Committee
under Section 7 of the Plan.
2.17 STOCK APPRECIATION RIGHTS: Rights awarded by the Committee
under Section 9 of the Plan.
2.18 SUBSIDIARY: Any business association (including a
corporation or a partnership, other than the Company) in an
unbroken chain of such associations beginning with the
Company if each of the associations other than the last
association in the unbroken chain owns equity interests
(including stock or partnership interests) possessing 50% or
more of the total combined voting power of all classes of
equity interests in one of the other associations in such
chain.
3. ELIGIBILITY
Any Employee is eligible to receive an Award.

<PAGE>

4. PLAN ADMINISTRATION
4.01 ADMINISTRATOR: The Plan shall be administered by the
Committee.
4.02 ADMINISTRATIVE POWERS: The Committee shall have full power
to interpret and administer the Plan and full authority to
act in selecting the Employees to whom Awards will be
granted, in determining the type and amount of Award to be
granted to each such Employee, the terms and conditions of
Awards granted under the Plan and the terms of agreements
which will be entered into with Awardees. The Committee
shall have the power to make regulations for carrying out
the Plan and to make changes in such regulations as they
from time to time deem proper. Any interpretation by the
Committee of the terms and provisions of the Plan and the
administration thereof, and all action taken by the
Committee, shall be final, binding and conclusive on the
Company, its stockholders, Subsidiaries, Affiliates, all
Employees, their respective legal representatives,
successors and assigns and upon all other persons claiming
under or through any of them. As to the selection of and
grants of Awards to Awardees who are not subject to Sections
16(a) and 16(b) of the Securities Exchange Act of 1934, the
Committee may delegate any or all of its responsibilities to
members of the Company's administration.
4.03 LIMITATION ON LIABILITY: Members of the Board of Directors
and members of the Committee acting under the Plan shall be
fully protected in relying in good faith upon the advice of
counsel and shall incur no liability except for gross
negligence or willful misconduct in the performance of their
duties.
5. SHARES SUBJECT TO THE PLAN
5.01 AGGREGATE LIMITS: Subject to adjustment as provided in
Section 10, the total number of shares of Common Stock
available for grant under the Plan in each calendar year
during any part of which the Plan is effective shall be one
and one-half percent (1.5%) of the total outstanding shares
of Common Stock as of the first day of such year for which
this Section 5.01 is in effect; provided that such number
shall be increased in any year by fifty percent (50%) of the
shares available for grant hereunder in each of the previous
three years, but not covered by Awards granted hereunder in
such years; and provided further that no more than ten
million (10,000,000) shares shall be cumulatively available
for the grant of Incentive Stock Options under the Plan. In
addition, the Company may increase the shares available for
Awards through an advance of up to fifty percent (50%) of
the subsequent year's allocation (determined by using fifty
percent (50%) of the current year's allocation). In
addition, any shares issued by the Company through the
assumption or substitution of outstanding grants from an
acquired company shall not reduce the shares available for
grants under the Plan. Any shares issued hereunder may
consist, in whole or in part, of authorized and unissued
shares or treasury shares. If any shares subject to any
Award granted hereunder are forfeited or such Award
otherwise terminates without the issuance of such shares or
of other consideration in lieu of such shares, the shares
subject to such Award, to the extent of any such forfeiture
or termination, shall again be available for grant under the
Plan.
5.02 INDIVIDUAL LIMITS: Notwithstanding anything to the contrary
elsewhere in this Plan, and subject to adjustment as
provided in Section 10, in any calendar year, the maximum
number of shares of Common Stock covered by Awards of
Options and Stock Appreciation Rights granted to any
individual shall not exceed four hundred thousand (400,000).
In addition, any shares that remain ungranted under the
foregoing limitation for the prior calendar year for that
individual may be carried forward to the current year, and
any number of shares may be borrowed against that
individual's limit for the succeeding year. In no event,
however, shall the total number of shares carried forward
and borrowed in any year for any individual pursuant to this
Section 5.02 exceed the maximum number stated in the first
sentence of this Section 5.02. For purposes of this Section
5.02, shares shall be counted first against the current
year, then against the prior year, and finally against the
succeeding year. Aggregate awards of Deferred Stock and
Restricted Stock to any individual shall not exceed three
hundred thousand (300,000) shares during any three-calendar-
year period.
6. DEFERRED STOCK RULES AND CONDITIONS
The grant of Deferred Stock shall be upon the following
rules and conditions:
6.01 DEFERRED STOCK GRANTS: Deferred Stock shall be evidenced by
Deferred Stock agreements. Such agreements shall conform to
the requirements of the Plan and may contain such other
provisions (including provisions for the protection of
Deferred Stock in the event of mergers, consolidations,
dissolution and liquidations affecting either the agreement
or the stock issued thereunder) as the Committee shall deem
advisable.
6.02 CREDITING OF DEFERRED STOCK: Upon determination of the
number of shares of Deferred Stock to be granted to an
Awardee, the Committee shall direct that the same be
credited to the Awardee's account on the books of the
Company but that issuance and delivery of the same shall be
deferred until the date or dates provided in Section 6.04
hereof. Prior to issuance and delivery hereunder the
Awardee shall have no rights as a stockholder with respect
to any shares of Deferred Stock credited to his or her
account.

<PAGE>

6.03 PAYMENT EQUIVALENT TO DIVIDENDS: During the period that
shares of Deferred Stock remain credited to the account of
an Awardee and before their issuance and delivery, the
Company shall pay or accrue to the Awardee on each date
dividends on Common Stock are paid, a sum of money equal to
what would have been received if the shares of Deferred
Stock credited to the account had been owned, subject to
such conditions as the Committee may deem appropriate.
6.04 DELIVERY: Subject to the terms and conditions described
herein, the shares of Deferred Stock credited to the account
of an Awardee shall be issued and delivered to the Awardee
in one or more installments beginning with such date as the
Committee may determine. The Committee may, in its sole
discretion, modify or accelerate the delivery of any shares
of Deferred Stock under such circumstances as it deems
appropriate.
7. RESTRICTED STOCK RULES AND CONDITIONS
The grant of Restricted Stock shall be upon the following
rules and conditions:
7.01 RESTRICTED STOCK GRANTS: Restricted Stock shall be
evidenced by Restricted Stock agreements. Such agreements
shall conform to the requirements of the Plan and may
contain such other provisions (including provision for the
protection of Restricted Stock in the event of mergers,
consolidations, dissolutions and liquidations, affecting
either the agreement or the stock issued thereunder) as the
Committee shall deem advisable.
7.02 ISSUANCE OF RESTRICTED STOCK: Upon determination of the
number of shares of Restricted Stock to be granted to an
Awardee, the Committee shall direct that a certificate
representing the number of shares of Common Stock be issued
to the Awardee with the Awardee as the registered owner.
The certificate representing such shares shall either be
legended as to sale, transfer, assignment, pledge or other
encumbrances during the restricted period or deposited by
the Awardee, together with a stock power endorsed in blank,
with the Company.
7.03 DIVIDENDS AND VOTING RIGHTS: During the restricted period
the Awardee shall have the right to receive dividends from
and to vote the shares of Restricted Stock.
7.04 DELIVERY: The Restricted Stock agreement shall specify the
duration of the restricted period and the performance and/or
employment conditions under which the Restricted Stock may
be forfeited to the Company. At the end of the restricted
period the restrictions imposed hereunder shall lapse with
respect to the number of shares of Restricted Stock as
determined by the Committee, and the legend shall be removed
or the shares delivered, as the case may be, with respect to
such number. The Committee may, in its sole discretion,
modify or accelerate the vesting of shares of Restricted
Stock.
8. OPTION RULES AND CONDITIONS
The grant of Options shall be upon the following rules and
conditions:
8.01 OPTION GRANTS: Options shall be evidenced by Option
agreements. Such agreements shall conform to the
requirements of the Plan, and may contain such other
provisions (including restrictions upon the exercise of the
Option, provisions for the protection of Options in the
event of mergers, consolidations, dissolutions and
liquidations) as the Committee shall deem advisable.
8.02 OPTION PRICE: Except for adjustments permitted by Section
10, the price at which Common Stock may be purchased upon
exercise of an Option shall be determined by the Committee,
but shall be not less than the greater of the Fair Market
Value of such shares on the date the Option is granted or
the par value of such Common Stock. The Committee may not,
without the further approval of the stockholders of the
Company, authorize the amendment of any outstanding Option
to reduce the Option Price. Furthermore, no Options may be
canceled and replaced with Awards having a lower Option
Price without the further approval of the stockholders of
the Company.
8.03 TERMS OF OPTIONS: The Option agreements shall specify when
an Option may be exercisable and the terms and conditions
applicable in the event of the Awardee's termination of
employment during the Option's term. In any case, the term
of an Option shall in no event be greater than ten years,
and no Option may be exercisable less than one year from
date of grant.
8.04 INCENTIVE STOCK OPTION: Each provision of the Plan and each
Option agreement relating to an Incentive Stock Option shall
be construed so that each Incentive Stock Option shall be
incentive stock option as defined in Section 422A of the
Internal Revenue Code of 1986 as amended or any statutory
provision that may replace such Section, any provisions
thereof that can not be so construed shall be disregarded.
In no event may an Awardee be granted Incentive Stock
Options which do not comply with such grant and vesting
limitations as may be prescribed by Section 422A(b)(7) of
the Internal Revenue Code of 1986 as amended, or any
successor section or limitation and any implementing
regulations.

<PAGE>

8.05 PAYMENT OF OPTION PRICE: The Option Price of the shares of
Common Stock for which an Option shall be exercised shall be
paid in full in cash at the time of the exercise or, with
the consent of the Committee, in whole or in part in Common
Stock valued at Fair Market Value. An Awardee shall have no
rights of a stockholder with respect to any shares of Common
Stock subject to an Option unless and until a stock
certificate of such shares shall have been issued to him or
her.
9. STOCK APPRECIATION RIGHTS
The grant of Stock Appreciation Rights ("SARs") shall be
subject to the following rules and conditions:
9.01 STOCK APPRECIATION RIGHT GRANTS: Stock Appreciation Rights
are rights to receive a payment in cash, Common Stock,
Restricted Stock or Deferred Stock as selected by the
Committee. These rights, which are determined by the
appreciation in Common Stock, shall be evidenced by Stock
Appreciation Right agreements. Such agreements shall
conform to the requirements of the Plan and may contain such
other provisions as the Committee shall deem advisable. An
SAR may be granted in tandem with all or a portion of a
related stock option under the Plan ("Tandem SAR"), or may
be granted separately ("Freestanding SAR"). A Tandem SAR
may be granted either at the time of the grant of the option
or at any time thereafter during the term of the option and
shall be capable of being exercised only to the extent that
the related stock option is capable of being exercised. In
no event shall a Freestanding SAR be exercisable within the
first six months of its grant, or in the case of a Tandem
SAR within the first six months of the grant of the related
option.
9.02 SAR PRICE: The exercise price of a Tandem SAR shall be the
option price under the related stock option. The exercise
price of a Freestanding SAR shall be not less than 100% of
the Fair Market Value of the Common Stock, as determined by
the Committee on the date of grant of the Freestanding SAR.
Notwithstanding the foregoing, the Committee may
unilaterally limit the appreciation in value of the Common
Stock attributable to the SAR at any time prior to its
exercise.
9.03 EXERCISE OF SAR: A Tandem SAR and a Freestanding SAR shall
entitle the recipient to receive a payment equal to the
excess of the Fair Market Value of the shares of Common
Stock covered by the SAR on the date of exercise over the
exercise price of the SAR or such lesser amount as
determined by the Committee. Such payment may be in cash,
in shares of Common Stock, in shares of Deferred Stock,
Restricted Stock or any combination, as the Committee shall
determine. Upon exercise of a Tandem SAR as to some or all
of the shares covered by the grant, the related stock option
shall be canceled automatically to the extent of the number
of shares covered by such exercise, and such shares shall no
longer be available for grant under Section 8. Conversely,
if the related stock option is exercised as to some or all
of the shares covered by the grant, the related Tandem SAR,
if any, shall be canceled automatically to the extent of the
number of shares covered by the stock option exercise. To
the extent an SAR (or the related stock option) has not been
exercised on its expiration, it will be exercised
automatically and paid in the form determined by the
Committee.
9.04 TERMS OF SAR: SARs shall be subject to the same terms and
conditions applicable to options as stated in Section 8.03.
SARs shall also be subject to such other terms and
conditions not inconsistent with the Plan as shall be
determined by the Committee.
10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
In the event of a reorganization, recapitalization, stock
split, stock dividend, combination of shares, merger,
consolidation or any other change in the corporate structure
of the Company affecting Common Stock, or a sale by the
Company of all or part of its assets, or any distribution to
stockholders other than a normal cash dividend, the Board of
Directors shall make appropriate adjustment in the number
and kind of shares authorized by the Plan and any
adjustments to outstanding Awards as it determines
appropriate. No fractional shares of Common Stock shall be
issued pursuant to such an adjustment, however, and the Fair
Market Value of any fractional shares resulting from
adjustments pursuant to this Section shall be paid in cash
to the Awardee.
11. EFFECTIVE DATE, TERMINATION AND AMENDMENT
The Plan became effective on May 12, 1988, by approval of
Company stockholders. The Plan shall remain in full force
and effect until terminated by the Board of Directors, who
shall have the power to amend, suspend or terminate the Plan
at any time, provided that no such amendment shall be made
without stockholder approval which shall:
11.01 Increase (except as provided in Section 10) the total
number of shares available for issuance pursuant to the
Plan.
11.02 Change the class of employees eligible to be Awardees.
11.03 Decrease the Option Price stated in Section 8.02.

<PAGE>

11.04 Withdraw the administration of the Plan from the Committee.
11.05 Change the provisions of this Section 11.
12. FORFEITURE
Awards may be forfeited if the Awardee terminates his or her
employment with the Company, a Subsidiary or an Affiliate
for any reason other than death or retirement, except that
the Committee shall have the authority to provide for their
continuation in whole or in part whenever it in its judgment
shall determine that such continuation is in the best
interests of the Company. Awards may furthermore be
forfeited by an Awardee if the Committee determines that the
Awardee has at anytime engaged in any activity harmful to
the interest of or in competition with the Company, its
Subsidiaries or Affiliates or accepts employment with a
competitor.
13. NON-ASSIGNABILITY
Awards may not be pledged, assigned or transferred for any
reason during the Awardee's lifetime, and any attempt to do
so shall be void and the relevant Award shall be forfeited.
14. BENEFICIARY UPON AWARDEE'S DEATH
An Awardee's Award shall be transferable at his or her death
to the beneficiary designated by the Awardee on forms
prescribed by and filed with the Committee. Upon the death
of an Awardee, such beneficiary shall succeed to the rights
of the Awardee. If no such designation of a beneficiary has
been made, the Awardee's Awards shall succeed to his or her
legal representative and shall be transferable by will or
pursuant to the laws of descent and distribution.
15. GENERAL PROVISIONS
15.01 Nothing contained in the Plan, or in any Award granted
pursuant to the Plan, shall confer upon any Employee any
right with respect to continuance of employment by the
Company, a Subsidiary or Affiliate, nor interfere in any way
with the right of the Company, a Subsidiary or Affiliate to
terminate the employment of any Employee at any time with or
without assigning any reason therefor.
15.02 For purposes of this Plan, transfer of employment between
the Company and its Subsidiaries and Affiliates shall not be
deemed termination of employment.
15.03 Appropriate provision may be made for all taxes required to
be withheld in connection with any Award, the exercise
thereof and the transfer of shares of Common Stock in
respect of any federal, state or local withholding taxes
whether domestic or foreign. In the case of the payment of
Awards in the form of Common Stock, the Company shall have
the right to retain the number of shares of Common Stock
whose Fair Market Value equals the amount to be withheld.
15.04 If any day on or before which action under the Plan must be
taken falls on a Saturday, Sunday or legal holiday, such
action may be taken on the next succeeding day not a
Saturday, Sunday or legal holiday.
15.05 Without amending the Plan, awards may be granted to
Employees who are foreign nationals or employed outside the
United States or both, on such terms and conditions
different from those specified in the Plan as may, in the
judgment of the Committee, be necessary or desirable to
further the purpose of the Plan.
15.06 To the extent that federal laws (such as the Securities
Exchange Act of 1934, the Internal Revenue Code of 1986 or
the Employee Retirement Income Security Act of 1974) do not
otherwise control, the Plan and all determinations made and
actions taken pursuant hereto shall be governed by Delaware
law and construed accordingly.
15.07 The Committee may amend any outstanding Awards to the
extent it deems appropriate. Such amendment may be
unilateral by the Company, except in the case of amendments
adverse to the Awardee, in which case the Awardee's consent
is required to any such amendment.
15.08 Notwithstanding any other provision of the Plan to the
contrary:
(i) DEFERRED STOCK: Upon the occurrence of a Change in Control,
an Awardee's right to receive the number of shares of
Deferred Stock credited to the account of the Awardee shall
not be forfeitable under any circumstances, including but
not limited to those circumstances set forth in Section 12
of the Plan. The Company shall deliver to the Awardee the
shares of Deferred Stock credited to the account of the
Awardee on the thirtieth day following the occurrence of a
Change in Control unless the Awardee elects prior to the
date of delivery of such Deferred Stock to receive a lump
sum cash amount in lieu of such Deferred Stock, equal to the
number of shares of Deferred Stock credited to the account
of the Awardee multiplied by the greater of: (A) the
highest price per share paid for the purchase of Common
Stock in connection with the Change in Control or (B) the
highest closing price per share paid for the purchase of
Common Stock on the principal exchange on which the Common
Stock is listed, or, if the Common Stock is not listed, on
the NASD automatic quotation system, during the 30-day
period immediately preceding the Change in Control.

<PAGE>

The Compensation Committee shall have no discretion or
authority to alter or delay the amount or form of payment of
the Awardee's shares of Deferred Stock, except to accelerate
such payment.
(ii) RESTRICTED STOCK: Upon the occurrence of a Change in
Control, all of the restrictions on Restricted Stock shall
lapse and be of no effect whatsoever and such shares shall
not thereafter be forfeitable under any circumstances,
including but not limited to those circumstances set forth
in Sections 12 or 7.04 of the Plan. The Company shall
deliver to the holder of shares of Restricted Stock
certificates representing the number of shares and
securities on which restrictions have so lapsed free of any
restriction, legend or notation within 30 days following the
occurrence of a Change in Control. In the event legended
shares were previously provided to the Awardee, the
replacement shares will only be delivered upon tender by the
holder of certificates representing shares of Restricted
Stock in form acceptable for transfer and free and clear of
all liens, claims, options and encumbrances. Neither the
Board of Directors nor the Compensation Committee shall have
authority to alter or delay the delivery of Common Stock
pursuant to the terms of this Paragraph without the holder's
written consent.
(iii)DEFINITION: "Change in Control" shall mean a change in
control of the Company of a nature that would be required to
be reported in response to Item 5(f) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), whether or not the
Company is then subject to such reporting requirement;
provided that, without limitation, a Change in Control shall
be deemed to have occurred if (A) any individual,
partnership, firm, corporation, association, trust,
unincorporated organization or other entity, or any
syndicate or group deemed to be a person under Section
14(d)(2) of the Exchange Act, is or becomes the "beneficial
owner" (as defined in Rule 13d-3 of the General Rules and
Regulations under the Exchange Act), directly or indirectly,
of securities of the Company representing 20% or more of the
combined voting power of the Company's then outstanding
securities entitled to vote in the election of directors of
the Company; or (B) during any period of two (2) consecutive
years (not including any period prior to the execution of
this Plan), individuals who at the beginning of such period
constitute the Board of Directors and any new directors,
whose election by the Board of Directors or nomination for
election by the Company's stockholders was approved by a
vote of at least three quarters (3/4) of the directors then
still in office who either were directors at the beginning
of the period or whose election or nomination for election
was previously so approved, cease for any reason to
constitute a majority thereof. A change in control shall
not be deemed to be a Change in Control for purposes of this
Plan if the Board of Directors has approved such change in
control prior to either (i) the occurrence of any of the
events described in the foregoing clauses (A) and (B), or
(ii) the commencement by any person other than the Company
of a tender offer for the Common Stock.
(iv) MANAGEMENT OBJECTIVES FOR CERTAIN AWARDS OF DEFERRED STOCK
AND RESTRICTED STOCK: Any Award of Deferred Stock or
Restricted Stock may specify management objectives which, if
achieved, will result in payment or early payment in the
case of Deferred Stock, or termination or early termination
of the applicable restrictions in the case of Restricted
Stock. Any Award that specifies management objectives shall
specify a minimum acceptable level of achievement in respect
of the specified management objective below which no payment
will be made in the case of Deferred Stock, or there will be
a complete forfeiture of shares in the case of Restricted
Stock. Management objectives may be described in terms of
Company-wide objectives or objectives that are related to
the performance of the individual Employee or Subsidiary in
which the Employee is employed. The management objectives
may be relative to the performance of other companies or
entities. If any individual is, or is determined by the
Committee to be reasonably likely to become, a covered
employee within the meaning of Section 162(m) of the
Internal Revenue Code, then Awards to that individual that
specify management objectives shall be based on specified
levels of, or growth in, one or more of the following
criteria: (i) earnings,(ii) earnings per share, (iii) share
price, (iv) revenues, (v) total stockholder return, (vi)
return on invested capital, equity or assets, (vii)
operating margins, (viii) sales growth, (ix) productivity
improvement, (x) market share and (xi) economic profit.
Except as may be permitted under Section 162(m) of the
Internal Revenue Code of 1986 as amended, or any successor
provision, the Committee may not adjust management
objectives after the grant of any Award that specifies
management objectives.

<PAGE>

APPENDIX

List of Photos of Director and Omitted Graphics

Photo 1 Photograph of Arnold A. Allemang

Photo 2 Photograph of Fred P. Corson

Photo 3 Photograph of Willie D. Davis

Photo 4 Photograph of Michael L. Dow

Photo 5 Photograph of Michael D. Parker

Photo 6 Photograph of J. Pedro Reinhard

Photo 7 Photograph of Paul G. Stern

Photo 8 Photograph of Jacqueline K. Barton

Photo 9 Photograph of David T. Buzzelli

Photo 10 Photograph of Anthony J. Carbone

Photo 11 Photograph of John C. Danforth

Photo 12 Photograph of Joseph L. Downey

Photo 13 Photograph of Enrique C. Falla

Photo 14 Photograph of Barbara Hackman Franklin

Photo 15 Photograph of Allan D. Gilmour

Photo 16 Photograph of Frank P. Popoff

Photo 17 Photograph of Harold T. Shapiro

Photo 18 Photograph of William S. Stavropoulos

PERFORMANCE GRAPHS - Values provided for EDGAR only but
shareholders given line graph.

A. Five-Year Cumulative Total Return

B. Ten-Year Cumulative Total Return

- --------------------------BANK/BROKER (BENEFICIAL)---------------
- -----------------------------------------------------------------

THE DOW CHEMICAL COMPANY 1997 ANNUAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints J. K. Barton, A. J. Carbone and
J. L. Downey, jointly and severally, proxies, with full power of
substitution, to vote all the shares of common stock of THE DOW
CHEMICAL COMPANY that the undersigned may be entitled to vote at
the Annual Meeting of Stockholders to be held at the Midland
Center for the Arts, Midland, Michigan, on Thursday, May 15,
1997, at 2 p.m., and at any adjournment thereof, on the following
matters and upon such other business as may properly come before
the meeting.

SUCH PROXIES ARE DIRECTED TO VOTE AS SPECIFIED ON THE REVERSE
SIDE, OR IF NO SPECIFICATION IS MADE, FOR THE ELECTION OF SEVEN
DIRECTORS AS LISTED BELOW, FOR AGENDA ITEM 2, FOR AGENDA ITEM 3,
AND TO VOTE IN ACCORDANCE WITH THEIR DISCRETION ON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS, JUST
SIGN AND DATE ON THE REVERSE SIDE - NO VOTING BOXES NEED TO BE
CHECKED.

Agenda Item 1: The election of seven Directors: Arnold A.
Allemang, Fred P. Corson, Willie D. Davis,
Michael L. Dow, Michael D. Parker, J. Pedro
Reinhard and Paul G. Stern.

Agenda Item 2: Ratification of the selection of Deloitte and
Touche LLP as Dow's independent auditors for
1997.

Agenda Item 3: Authorization of the amendment of the 1988
Award and Option Plan.

You may specify your choices by marking the appropriate boxes on
the reverse side, but YOU NEED NOT MARK ANY VOTING BOXES IF YOU
WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS'
RECOMMENDATIONS. The Proxy Committee cannot vote your shares
unless you sign, date and return this card.

SEE OPPOSITE SIDE
<PAGE>

X Please mark votes as in this example.

This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned. IF NO DIRECTION IS GIVEN,
THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL THE CANDIDATES
LISTED, FOR AGENDA ITEM 2 AND FOR AGENDA ITEM 3. The proxies are
authorized to vote in accordance with their discretion on such
other matters as may properly come before the meeting.

Your Board of Directors recommends a vote FOR
Agenda Items 1, 2 and 3.

Agenda Item 1: Election of seven Directors.

FOR ALL __________ WITHHELD FROM ALL __________

_________________________________________
For all nominees except as written above:

Agenda Item 2: Ratification of the selection of Dow's
independent auditors for 1997.

FOR _______ AGAINST _______ ABSTAIN _______

Agenda Item 3: Authorization of the amendment of the 1988 Award
and Option Plan.

FOR _______ AGAINST _______ ABSTAIN _______

Signature _____________________________ Date _________, 1997

Please sign this proxy as the name(s) appear above. When signing
as attorney, executor, administrator, trustee, or guardian,
please give full name as such.

<PAGE>
- --------------------------REGISTERED-----------------------------
- -----------------------------------------------------------------

You are cordially invited to attend the 100th Annual Meeting of
Stockholders of The Dow Chemical Company. It will be held on
Thursday, May 15, 1997, 2 p.m., at the Midland Center for the
Arts, 1801 West St. Andrews, Midland, Michigan. This ticket
admits only the stockholder(s) listed on the reverse and is not
transferable. Doors will open at 12:30 p.m. Centennial exhibits
will be on display before and after the Annual Meeting.

Hearing amplification devices will be available.

Cameras and recording devices are not permitted.

KEEP THIS TICKET KEEP THIS TICKET

- -----------------------------perforation-------------------------

Remember to check the proxy form box to validate
your ticket if you plan to attend the Annual Meeting.

PLEASE CHECK THE APPROPRIATE BOX ON THE REVERSE SIDE
IF YOU HAVE PROVIDED A CHANGE OF ADDRESS OR ANY COMMENTS.

- -----------------------------perforation-------------------------

THE DOW CHEMICAL COMPANY 1997 ANNUAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Agenda Item 1: The election of seven Directors: Arnold A.
Allemang, Fred P. Corson, Willie D. Davis, Michael
L. Dow, Michael D. Parker, J. Pedro Reinhard and
Paul G. Stern.

Agenda Item 2: Ratification of the selection of Deloitte and
Touche LLP as Dow's independent auditors for 1997.

Agenda Item 3: Authorization of the amendment of the 1988 Award
and Option Plan.

Please sign, date and promptly return this proxy form in the
enclosed envelope to the tabulating agent:
Boston EquiServe L.P., P.O. Box 9399, Boston, MA 02205-9399.

SEE OPPOSITE SIDE
<PAGE>

MIDLAND CENTER FOR THE ARTS
1801 WEST ST. ANDREWS
MIDLAND, MICHIGAN
MAY 15, 1997
2 P.M.

ADMISSION TICKET
THE DOW CHEMICAL COMPANY
1997 CENTENNIAL ANNUAL MEETING OF STOCKHOLDERS

KEEP THIS TICKET KEEP THIS TICKET

- -----------------------------perforation-------------------------

Below is a proxy card for the 1997 Centennial Annual Meeting of
Stockholders of The Dow Chemical Company.

Please mark the boxes on the proxy card to indicate how your
shares should be voted. Sign, date and return your proxy as soon
as possible in the enclosed envelope. To vote in accordance with
the Board of Directors' recommendations, you need only sign and
date the proxy card below.

A ticket is required for admission to the Annual Meeting. Your
non-transferable stockholder ticket is attached above. To attend
the Annual Meeting, simply check the box on the proxy voting form
below to validate your ticket and indicate you plan to attend.
Please keep the ticket, bring it with you to the Annual Meeting
and present it at the door to expedite registration.

SEE DIRECTIONS FOR COMPLETION OF THE PROXY ON THE REVERSE SIDE.
DETACH PROXY CARD BEFORE MAILING

- -----------------------------perforation-------------------------

X PLEASE MARK VOTES AS IN THIS EXAMPLE.

This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned. IF NO DIRECTION IS GIVEN,
THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL THE CANDIDATES
LISTED, FOR AGENDA ITEM 2 AND FOR AGENDA ITEM 3. THE PROXIES ARE
AUTHORIZED TO VOTE IN ACCORDANCE WITH THEIR DISCRETION ON SUCH
OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
AGENDA ITEMS 1, 2 AND 3.

AGENDA ITEM 1: Election of seven Directors.

FOR ALL __________ WITHHELD FROM ALL __________

_________________________________________
FOR ALL NOMINEES EXCEPT AS WRITTEN ABOVE:

AGENDA ITEM 2: Ratification of the selection of Dow's independent
auditors for 1997.

FOR _______ AGAINST _______ ABSTAIN _______

AGENDA ITEM 3: Authorization of the amendment of the 1988 Award
and Option Plan.

FOR _______ AGAINST _______ ABSTAIN _______

I plan to attend the Annual Meeting. __________

Discontinue duplicate Annual Report. __________

I have noted a change of address. __________

I have made comments on this card or an attachment. __________

The undersigned hereby revokes all proxies heretofore given by
the undersigned to vote at said meeting and at any adjournment
thereof.

Signature _____________________________ Date _________, 1997

PLEASE SIGN THIS PROXY AS THE NAME(S) APPEAR ABOVE. WHEN SIGNING
AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE, OR GUARDIAN,
PLEASE GIVE FULL NAME AS SUCH.

<PAGE>
- --------------------------HESP-----------------------------------
- -----------------------------------------------------------------

You are cordially invited to attend the 100th Annual Meeting of
Stockholders of The Dow Chemical Company. It will be held on
Thursday, May 15, 1997, 2 p.m., at the Midland Center for the
Arts, 1801 West St. Andrews, Midland, Michigan. This ticket
admits only the stockholder listed on the reverse and is not
transferable. Doors will open at 12:30 p.m. Centennial exhibits
will be on display before and after the Annual Meeting.

Hearing amplification devices will be available.

Cameras and recording devices are not permitted.

KEEP THIS TICKET KEEP THIS TICKET

- -----------------------------perforation-------------------------

Remember to check the box on the voting instruction form to
validate your ticket if you plan to attend the Annual Meeting.

PLEASE CHECK THE APPROPRIATE BOX ON THE REVERSE SIDE
IF YOU HAVE PROVIDED ANY COMMENTS.

- -----------------------------perforation-------------------------

THE DOW CHEMICAL COMPANY 1997 ANNUAL MEETING OF STOCKHOLDERS

CONFIDENTIAL VOTING INSTRUCTIONS
TO: NBD BANK, N.A. ("NBD"),
AS AGENT FOR THE TRUSTEE UNDER
THE DOW HOURLY EMLOYEES' SAVINGS PLAN

The undersigned hereby directs NBD to vote all shares of common
stock of THE DOW CHEMICAL COMPANY ("Dow") credited to the
undersigned's account in the Hourly Employees' Savings Plan (the
"Plan") as of the record date for the Annual Meeting of
Stockholders of The Dow Chemical Company to be held at the
Midland Center for the Arts, Midland, Michigan, on May 15, 1997,
at 2 p.m., and at any adjournment thereof, on the following
matters and upon such other business as may properly come before
the meeting. Dow has instructed NBD and its agents not to
disclose to the Dow Board or management how individuals in this
Plan have voted.

NBD IS DIRECTED TO VOTE AS SPECIFIED ON THE REVERSE SIDE, OR IF
NO SPECIFICATION IS MADE, FOR THE ELECTION OF SEVEN DIRECTORS,
FOR AGENDA ITEM 2, FOR AGENDA ITEM 3, AND TO VOTE IN ACCORDANCE
WITH ITS DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING. TO VOTE IN ACCORDANCE WITH THE DOW BOARD OF
DIRECTORS' RECOMMENDATIONS, JUST SIGN AND DATE ON THE REVERSE
SIDE - NO VOTING BOXES NEED TO BE CHECKED. IN ACCORDANCE WITH
THE TERMS OF THE PLAN, NBD SHALL VOTE ALL COMMON SHARES IN THE
ACCOUNTS OF PLAN MEMBERS WHO FAIL TO SIGN AND RETURN THESE
INSTRUCTIONS IN THE SAME PROPORTION AS THE SHARES IN THE ACCOUNTS
OF MEMBERS WHO HAVE PROVIDED DIRECTION.

Agenda Item 1: The election of seven Directors: Arnold A.
Allemang, Fred P. Corson, Willie D. Davis, Michael
L. Dow, Michael D. Parker, J. Pedro Reinhard and
Paul G. Stern.

Agenda Item 2: Ratification of the selection of Deloitte and
Touche LLP as Dow's independent auditors for 1997.

Agenda Item 3: Authorization of the amendment of the 1988 Award
and Option Plan.

Please sign, date and promptly return this confidential voting
form in the enclosed envelope to the Trustee's tabulating agent,
Boston EquiServe L.P., P. O. Box 9399, Boston, MA 02205-9399.
Additional information concerning the voting of shares appears in
the accompanying proxy statement.

SIGN AND DATE ON OTHER SIDE.

SEE OPPOSITE SIDE
<PAGE>

MIDLAND CENTER FOR THE ARTS
1801 WEST ST. ANDREWS
MIDLAND, MICHIGAN
MAY 15, 1997
2 P.M.

ADMISSION TICKET
THE DOW CHEMICAL COMPANY
1997 CENTENNIAL ANNUAL MEETING OF STOCKHOLDERS

KEEP THIS TICKET KEEP THIS TICKET
- -----------------------------perforation-------------------------

As a stockholder of The Dow Chemical Company through your
participation in the Hourly Employees' Savings Plan (the "Plan"),
you are cordially invited to attend the 1997 Centennial Annual
Meeting of Stockholders of The Dow Chemical Company. Your non-
transferable stockholder ticket is attached above. To attend the
Annual Meeting, simply check the box on the voting instruction
form below to validate your ticket and indicate you plan to
attend. Please keep the ticket, bring it with you to the Annual
Meeting and present it at the door to expedite registration.

Whether or not you plan to attend, you can be sure your Plan
shares are voted at the meeting as you instruct by promptly
completing the form below with confidential voting instructions
to the Plan Trustee and returning the form in the enclosed
envelope. Your vote will be seen only by authorized personnel of
the Plan Trustee and its agents. Please mark the boxes on the
voting instruction form to indicate how your shares should be
voted. To vote in accordance with the Board of Directors'
recommendations, you need only sign and date the voting
instruction form below.

SEE DIRECTIONS FOR COMPLETION OF THE
VOTING INSTRUCTION FORM ON THE REVERSE SIDE.
DETACH VOTING INSTRUCTION FORM BEFORE MAILING.

-----------------------------perforation------------------------

X PLEASE MARK VOTES AS IN THIS EXAMPLE.

This voting instruction form, when properly executed, will be
voted in the manner directed herein by the undersigned. IF NO
DIRECTION IS GIVEN, THIS VOTING INSTRUCTION FORM WILL BE VOTED
FOR THE ELECTION OF ALL THE CANDIDATES LISTED, FOR AGENDA ITEM 2
AND FOR AGENDA ITEM 3. The undersigned hereby revokes all
instructions heretofore given by the undersigned to vote at said
meeting and at any adjournment thereof.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
AGENDA ITEMS 1, 2 AND 3.

AGENDA ITEM 1: Election of seven Directors.

FOR ALL __________ WITHHELD FROM ALL __________

_________________________________________
FOR ALL NOMINEES EXCEPT AS WRITTEN ABOVE:

AGENDA ITEM 2: Ratification of the selection of Dow's independent
auditors for 1997.

FOR ________ AGAINST _______ ABSTAIN _______

AGENDA ITEM 3: Authorization of the amendment of the 1988 Award
and Option Plan.

FOR _______ AGAINST _______ ABSTAIN _______

I plan to attend the Annual Meeting. __________

Discontinue duplicate Annual Report. __________

I have made comments on this card or an attachment. __________

Signature _____________________________ Date _________, 1997

Please sign this voting instruction card as the name appears
above.

<PAGE>
- --------------------------SESP-----------------------------------
- -----------------------------------------------------------------

You are cordially invited to attend the 100th Annual Meeting of
Stockholders of The Dow Chemical Company. It will be held on
Thursday, May 15, 1997, 2 p.m., at the Midland Center for the
Arts, 1801 West St. Andrews, Midland, Michigan. This ticket
admits only the stockholder listed on the reverse and is not
transferable. Doors will open at 12:30 p.m. Centennial exhibits
will be on display before and after the Annual Meeting.

Hearing amplification devices will be available.

Cameras and recording devices are not permitted.

KEEP THIS TICKET KEEP THIS TICKET
- -----------------------------perforation-------------------------

Remember to check the box on the voting instruction form to
validate your ticket if you plan to attend the Annual Meeting.

PLEASE CHECK THE APPROPRIATE BOX ON THE REVERSE SIDE
IF YOU HAVE PROVIDED ANY COMMENTS.

- -----------------------------perforation-------------------------

THE DOW CHEMICAL COMPANY 1997 ANNUAL MEETING OF STOCKHOLDERS

CONFIDENTIAL VOTING INSTRUCTIONS
TO: NBD BANK, N.A. ("NBD")
AS AGENT FOR THE TRUSTEE UNDER
THE DOW SALARIED EMLOYEES' SAVINGS PLAN

The undersigned hereby directs NBD to vote all shares of common
and preferred stock of THE DOW CHEMICAL COMPANY ("Dow") credited
to the undersigned's account in the Salaried Employees' Savings
Plan (the "Plan") as of the record date for the Annual Meeting of
Stockholders of The Dow Chemical Company to be held at the
Midland Center for the Arts, Midland, Michigan, on May 15, 1997,
at 2 p.m., and at any adjournment thereof, on the following
matters and upon such other business as may properly come before
the meeting. Dow has instructed NBD and its agents not to
disclose to the Dow Board or management how individuals in this
Plan have voted.

NBD IS DIRECTED TO VOTE AS SPECIFIED ON THE REVERSE SIDE, OR IF
NO SPECIFICATION IS MADE, FOR THE ELECTION OF SEVEN DIRECTORS,
FOR AGENDA ITEM 2, FOR AGENDA ITEM 3, AND TO VOTE IN ACCORDANCE
WITH ITS DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING. TO VOTE IN ACCORDANCE WITH THE DOW BOARD OF
DIRECTORS' RECOMMENDATIONS, JUST SIGN AND DATE ON THE REVERSE
SIDE - NO VOTING BOXES NEED TO BE CHECKED. IN ACCORDANCE WITH THE
TERMS OF THE PLAN, NBD SHALL VOTE ALL COMMON SHARES IN THE
ACCOUNTS OF PLAN MEMBERS WHO FAIL TO SIGN AND RETURN THESE
INSTRUCTIONS IN THE SAME PROPORTION AS THE SHARES IN THE ACCOUNTS
OF MEMBERS WHO HAVE PROVIDED DIRECTION.

Agenda Item 1: The election of seven Directors: Arnold A.
Allemang, Fred P. Corson, Willie D. Davis, Michael
L. Dow, Michael D. Parker, J. Pedro Reinhard and
Paul G. Stern.

Agenda Item 2: Ratification of the selection of Deloitte and
Touche LLP as Dow's independent auditors for 1997.

Agenda Item 3: Authorization of the amendment of the 1988 Award
and Option Plan.

SIGN AND DATE ON OTHER SIDE.

SEE OPPOSITE SIDE
<PAGE>

MIDLAND CENTER FOR THE ARTS
1801 WEST ST. ANDREWS
MIDLAND, MICHIGAN
MAY 15, 1997
2 P.M.

ADMISSION TICKET
THE DOW CHEMICAL COMPANY
1997 CENTENNIAL ANNUAL MEETING OF STOCKHOLDERS

KEEP THIS TICKET KEEP THIS TICKET
- -----------------------------perforation-------------------------

As a stockholder of The Dow Chemical Company through your
participation in the Salaried Employees' Savings Plan (the
"Plan"), you are cordially invited to attend the 1997 Centennial
Annual Meeting of Stockholders of The Dow Chemical Company. Your
non-transferable stockholder ticket is attached above. To attend
the Annual Meeting, simply check the box on the voting
instruction form below to validate your ticket and indicate you
plan to attend. Please keep the ticket, bring it with you to the
Annual Meeting and present it at the door to expedite
registration.

Whether or not you plan to attend, you can be sure your Plan
shares, both common and preferred, are voted at the meeting as
you instruct by promptly completing the form below with
confidential voting instructions to the Plan Trustee and
returning the form in the enclosed envelope. Your vote will be
seen only by authorized personnel of the Plan Trustee and its
agents. Please mark the boxes on the voting instruction form to
indicate how your shares should be voted. To vote in accordance
with the Board of Directors' recommendations, you need only sign
and date the voting instruction form below.

SEE DIRECTIONS FOR COMPLETION OF THE
VOTING INSTRUCTION FORM ON THE REVERSE SIDE.
DETACH VOTING INSTRUCTION FORM BEFORE MAILING.

- -----------------------------perforation-------------------------
X PLEASE MARK VOTES AS IN THIS EXAMPLE.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
AGENDA ITEMS 1, 2 AND 3.

AGENDA ITEM 1: Election of seven Directors.

FOR ALL __________ WITHHELD FROM ALL __________

_________________________________________
FOR ALL NOMINEES EXCEPT AS WRITTEN ABOVE:

AGENDA ITEM 2: Ratification of the selection of Dow's independent
auditors for 1997.

FOR _______ AGAINST _______ ABSTAIN _______

AGENDA ITEM 3: Authorization of the amendment of the 1988 Award
and Option Plan.

FOR _______ AGAINST _______ ABSTAIN _______

I plan to attend the Annual Meeting. __________

Discontinue duplicate Annual Report. __________

I have made comments on this card or an attachment. __________

Signature _____________________________ Date _________, 1997

PLEASE SIGN THIS VOTING INSTRUCTION CARD AS THE NAME APPEARS
ABOVE.

<PAGE>

- --------------------------DH COMPOUNDING-------------------------
- -----------------------------------------------------------------

You are cordially invited to attend the 100th Annual Meeting of
Stockholders of The Dow Chemical Company. It will be held on
Thursday, May 15, 1997, 2 p.m., at the Midland Center for the
Arts, 1801 West St. Andrews, Midland, Michigan. This ticket
admits only the stockholder listed on the reverse and is not
transferable. Doors will open at 12:30 p.m. Centennial exhibits
will be on display before and after the Annual Meeting.

Hearing amplification devices will be available.

Cameras and recording devices are not permitted.

KEEP THIS TICKET KEEP THIS TICKET

- -----------------------------perforation-------------------------

Remember to check the box on the voting instruction form to
validate your ticket if you plan to attend the Annual Meeting.

PLEASE CHECK THE APPROPRIATE BOX ON THE REVERSE SIDE
IF YOU HAVE PROVIDED ANY COMMENTS.

- -----------------------------perforation-------------------------

THE DOW CHEMICAL COMPANY 1997 ANNUAL MEETING OF STOCKHOLDERS

CONFIDENTIAL VOTING INSTRUCTIONS
TO: BARCLAYS GLOBAL INVESTORS, N.A.,
THE TRUSTEE OF THE DH COMPOUNDING COMPANY
SAVINGS AND RETIREMENT PLAN ("THE TRUSTEE")

The undersigned hereby directs the Trustee to vote all shares of
common stock of THE DOW CHEMICAL COMPANY ("Dow") credited to the
undersigned's account in the DH Compounding Company Savings and
Retirement Plan (the "Plan") as of the record date for the Annual
Meeting of Stockholders of The Dow Chemical Company to be held at
the Midland Center for the Arts, Midland, Michigan, on May 15,
1997, at 2 p.m., and at any adjournment thereof, on the following
matters and upon such other business as may properly come before
the meeting. Dow has instructed the Trustee and its agents not
to disclose to the Dow Board or management how individuals in
this Plan have voted.

THE TRUSTEE IS DIRECTED TO VOTE AS SPECIFIED ON THE REVERSE SIDE,
OR IF NO SPECIFICATION IS MADE, FOR THE ELECTION OF SEVEN
DIRECTORS, FOR AGENDA ITEM 2, FOR AGENDA ITEM 3, AND TO VOTE IN
ACCORDANCE WITH ITS DISCRETION ON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING. TO VOTE IN ACCORDANCE WITH THE
DOW BOARD OF DIRECTORS' RECOMMENDATIONS, JUST SIGN AND DATE ON
THE REVERSE SIDE - NO VOTING BOXES NEED TO BE CHECKED. IF YOUR
COMPLETED VOTING INSTRUCTION FORM IS NOT RECEIVED BY MAY 13,
1997, THE ADMINISTRATIVE COMMITTEE FOR THE PLAN MAY DIRECT THE
PLAN TRUSTEE TO VOTE YOUR SHARES.

Agenda Item 1: The election of seven Directors: Arnold A.
Allemang, Fred P. Corson, Willie D. Davis, Michael
L. Dow, Michael D. Parker, J. Pedro Reinhard and
Paul G. Stern.

Agenda Item 2: Ratification of the selection of Deloitte and
Touche LLP as Dow's independent auditors for 1997.

Agenda Item 3: Authorization of the amendment of the 1988 Award
and Option Plan.

Please sign, date and promptly return this confidential voting
form in the enclosed envelope to the Trustee's tabulating agent,
Boston EquiServe L.P., P.O. Box 9399, Boston, MA 02205-9399.
Additional information concerning the voting of shares appears in
the accompanying proxy statement.

SIGN AND DATE ON OTHER SIDE.

SEE OPPOSITE SIDE
<PAGE>

MIDLAND CENTER FOR THE ARTS
1801 WEST ST. ANDREWS
MIDLAND, MICHIGAN
MAY 15, 1997
2 P.M.

ADMISSION TICKET
THE DOW CHEMICAL COMPANY
1997 CENTENNIAL ANNUAL MEETING OF STOCKHOLDERS

KEEP THIS TICKET KEEP THIS TICKET

- -----------------------------perforation-------------------------

As a stockholder of The Dow Chemical Company through your
participation in the DH Compounding Company Savings and
Retirement Plan (the "Plan"), you are cordially invited to attend
the 1997 Centennial Annual Meeting of Stockholders of The Dow
Chemical Company. Your non-transferable stockholder ticket is
attached above. To attend the Annual Meeting, simply check the
box on the voting instruction form below to validate your ticket
and indicate you plan to attend. Please keep the ticket, bring
it with you to the Annual Meeting and present it at the door to
expedite registration.

SEE DIRECTIONS FOR COMPLETION OF THE
VOTING INSTRUCTION FORM ON THE REVERSE SIDE.
DETACH VOTING INSTRUCTION FORM BEFORE MAILING.

- -----------------------------perforation-------------------------

X PLEASE MARK VOTES AS IN THIS EXAMPLE.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
AGENDA ITEMS 1, 2 AND 3.

AGENDA ITEM 1: Election of seven Directors.

FOR ALL __________ WITHHELD FROM ALL __________

_________________________________________
FOR ALL NOMINEES EXCEPT AS WRITTEN ABOVE:

AGENDA ITEM 2: Ratification of the selection of Dow's independent
auditors for 1997.

FOR _______ AGAINST _______ ABSTAIN _______

AGENDA ITEM 3: Authorization of the amendment of the 1988 Award
and Option Plan.

FOR _______ AGAINST _______ ABSTAIN _______

I plan to attend the Annual Meeting. __________

Discontinue duplicate Annual Report. __________

I have made comments on this card or an attachment. __________

Signature _____________________________ Date _________, 1997

Please sign this voting instruction card as the name appears
above.

<PAGE>
- --------------------------DOWELANCO------------------------------
- -----------------------------------------------------------------

You are cordially invited to attend the 100th Annual Meeting of
Stockholders of The Dow Chemical Company. It will be held on
Thursday, May 15, 1997, 2 p.m., at the Midland Center for the
Arts, 1801 West St. Andrews, Midland, Michigan. This ticket
admits only the stockholder listed on the reverse and is not
transferable. Doors will open at 12:30 p.m. Centennial exhibits
will be on display before and after the Annual Meeting.

Hearing amplification devices will be available.

Cameras and recording devices are not permitted.

KEEP THIS TICKET KEEP THIS TICKET

- -----------------------------perforation-------------------------

Remember to check the box on the voting instruction form to
validate your ticket if you plan to attend the Annual Meeting.

PLEASE CHECK THE APPROPRIATE BOX ON THE REVERSE SIDE
IF YOU HAVE PROVIDED ANY COMMENTS.

- -----------------------------perforation-------------------------

THE DOW CHEMICAL COMPANY 1997 ANNUAL MEETING OF STOCKHOLDERS

CONFIDENTIAL VOTING INSTRUCTIONS
TO: FIDELITY MANAGEMENT TRUST COMPANY,
THE TRUSTEE OF THE DOWELANCO SAVINGS PLAN ("THE TRUSTEE")

The undersigned hereby directs the Trustee to vote all shares of
common stock of THE DOW CHEMICAL COMPANY ("Dow") credited to the
undersigned's account in the DowElanco Savings Plan (the "Plan")
as of the record date for the Annual Meeting of Stockholders of
The Dow Chemical Company to be held at the Midland Center for the
Arts, Midland, Michigan, on May 15, 1997, at 2 p.m., and at any
adjournment thereof, on the following matters and upon such other
business as may properly come before the meeting. Dow has
instructed the Trustee and its agents not to disclose to the Dow
Board or management how individuals in this Plan have voted.

THE TRUSTEE IS DIRECTED TO VOTE AS SPECIFIED ON THE REVERSE SIDE,
OR IF NO SPECIFICATION IS MADE, FOR THE ELECTION OF SEVEN
DIRECTORS, FOR AGENDA ITEM 2, FOR AGENDA ITEM 3, AND TO VOTE IN
ACCORDANCE WITH ITS DISCRETION ON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING. TO VOTE IN ACCORDANCE WITH THE
DOW BOARD OF DIRECTORS' RECOMMENDATIONS, JUST SIGN AND DATE ON
THE REVERSE SIDE - NO VOTING BOXES NEED TO BE CHECKED. IN
ACCORDANCE WITH THE TERMS OF THE PLAN, THE TRUSTEE SHALL VOTE ALL
COMMON SHARES IN THE ACCOUNTS OF PLAN MEMBERS WHO FAIL TO SIGN
AND RETURN THESE INSTRUCTIONS IN THE SAME PROPORTION AS THE
SHARES IN THE ACCOUNTS OF MEMBERS WHO HAVE PROVIDED DIRECTION.

Agenda Item 1: The election of seven Directors: Arnold A.
Allemang, Fred P. Corson, Willie D. Davis, Michael
L. Dow, Michael D. Parker, J. Pedro Reinhard and
Paul G. Stern.

Agenda Item 2: Ratification of the selection of Deloitte and
Touche LLP as Dow's independent auditors for 1997.

Agenda Item 3: Authorization of the amendment of the 1988 Award
and Option Plan.

SIGN AND DATE ON OTHER SIDE.

SEE OPPOSITE SIDE
<PAGE>

MIDLAND CENTER FOR THE ARTS
1801 WEST ST. ANDREWS
MIDLAND, MICHIGAN
MAY 15, 1997
2 P.M.

ADMISSION TICKET
THE DOW CHEMICAL COMPANY
1997 CENTENNIAL ANNUAL MEETING OF STOCKHOLDERS

KEEP THIS TICKET KEEP THIS TICKET

- -----------------------------perforation-------------------------

As a stockholder of The Dow Chemical Company through your
participation in the DowElanco Savings Plan (the "Plan"), you are
cordially invited to attend the 1997 Centennial Annual Meeting of
Stockholders of The Dow Chemical Company. Your non-transferable
stockholder ticket is attached above. To attend the Annual
Meeting, simply check the box on the voting instruction form
below to validate your ticket and indicate you plan to attend.
Please keep the ticket, bring it with you to the Annual Meeting
and present it at the door to expedite registration.

SEE DIRECTIONS FOR COMPLETION OF THE
VOTING INSTRUCTION FORM ON THE REVERSE SIDE.
DETACH VOTING INSTRUCTION FORM BEFORE MAILING.

- -----------------------------perforation-------------------------

X PLEASE MARK VOTES AS IN THIS EXAMPLE.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
AGENDA ITEMS 1, 2 AND 3.

AGENDA ITEM 1: Election of seven Directors.

FOR ALL __________ WITHHELD FROM ALL __________

_________________________________________
FOR ALL NOMINEES EXCEPT AS WRITTEN ABOVE:

AGENDA ITEM 2: Ratification of the selection of Dow's independent
auditors for 1997.

FOR _______ AGAINST _______ ABSTAIN _______

AGENDA ITEM 3: Authorization of the amendment of the 1988 Award
and Option Plan.

FOR _______ AGAINST _______ ABSTAIN _______

I plan to attend the Annual Meeting. __________

Discontinue duplicate Annual Report. __________

I have made comments on this card or an attachment. __________

Signature _____________________________ Date _________, 1997

Please sign this voting instruction card as the name appears
above.

<PAGE>
- --------------------------DESTEC---------------------------------
- -----------------------------------------------------------------

Member's Name: _____________________________________________

Social Security Number: ___________________________________

Number of Shares: __________________________________________

1997 CENTENNIAL ANNUAL MEETING

THE DOW CHEMICAL COMPANY

VOTING INSTRUCTIONS

THIS PROXY IS SOLICITED ON BEHALF OF THE DOW BOARD OF DIRECTORS

TO: Merrill Lynch Trust Company ("MLT Co.")

The undersigned hereby directs MLT Co. to vote all the shares of
common stock of THE DOW CHEMICAL COMPANY credited to the
undersigned's account under the Destec Energy, Inc. Retirement
and Savings Plan on the record date for the Annual Meeting of
Stockholders of The Dow Chemical Company to be held at the
Midland Center for the Arts, Midland, Michigan, on Thursday,
May 15, 1997, at 2 p.m., and at any adjournment thereof, on the
following matters and upon such other business as may properly
come before the meeting.

MLT CO. IS DIRECTED TO VOTE AS SPECIFIED BELOW OR, IF NO
SPECIFICATION IS MADE, FOR THE ELECTION OF SEVEN DIRECTORS, FOR
AGENDA ITEM 2, FOR AGENDA ITEM 3, AND TO VOTE IN ACCORDANCE WITH
ITS DISCRETION ON SUCH OTHER MATTERS THAT MAY PROPERLY COME
BEFORE THE MEETING.

To vote in accordance with the Board of Directors'
recommendations just sign and date below; no boxes need to be
checked.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR AGENDA ITEMS 1, 2
AND 3.

AGENDA ITEM 1: The election of seven Directors.

FOR ALL CANDIDATES LISTED BELOW _____ WITHHOLD _____
(except any Candidate whose name for all Candidates
has been struck out) listed below

Arnold A. Allemang; Fred P. Corson; Willie D. Davis;
Michael L. Dow; Michael D. Parker;
J. Pedro Reinhard; Paul G. Stern

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
CANDIDATE STRIKE A LINE THROUGH THE CANDIDATE'S
NAME IN THE LIST ABOVE.

AGENDA ITEM 2: Ratification of the selection of Deloitte &
Touche LLP as Dow's auditors for 1997.

FOR _______ AGAINST _______ ABSTAIN _______

AGENDA ITEM 3: Authorization of the amendment of the 1988
Award and Option Plan.

FOR _______ AGAINST _______ ABSTAIN _______

Please sign, date and return this voting card promptly in the
enclosed envelope.

Date _______________________, 1997

_________________________________________
Signature of Member