SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 4
_________MYCOGEN CORPORATION_________
(NAME OF SUBJECT COMPANY)
Common Stock, par value $.001 per share
(Including the Associated Rights)
(TITLE OF CLASS OF SECURITIES)
628452 10 4
(CUSIP Number)
John Scriven J. Pedro Reinhard Louis W. Pribila
Vice President, General President Vice President,
Counsel and Secretary Rofan Services Inc. Secretary and
The Dow Chemical Company 2030 Dow Center General Counsel
2030 Dow Center Midland, MI 48674 DowElanco
Midland, MI 48674 (517) 636-1000 9330 Zionsville Road
(517) 636-1000 Indianapolis, IN 46268
(317)337-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 21, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this Schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [ ].
<PAGE>
CUSIP No. 628452 10 4
1) Name of Reporting Person The Dow Chemical Company
and its I.R.S. I.R.S. Identification No.
Identification No. 38-1285128
Rofan Services Inc.
I.R.S. Identification No.
38-2853855
DowElanco
I.R.S. Identification No.
35-1781118
2) Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds WC
5) Check Box if Disclosure of
Legal Proceedings is Required [ ]
Pursuant to Items 2(d) or 2(e)
6) Citizenship or Place of The Dow Chemical Company - Delaware
Organization Rofan Services Inc. - Delaware
DowElanco - Indiana
Number of 7) Sole Voting Power 16,836,502
Shares of ________________________________________________________
Beneficially 8) Shared Voting Power 0
Owned by ________________________________________________________
Each Reporting 9) Sole Dispositive Power 16,836,502
Person With ________________________________________________________
10) Shared Dispositive Power 0
________________________________________________________
<PAGE>
11) Aggregate Amount Beneficially
owned by Each Reporting Person
as of January 24, 1997 16,836,502
12) Check Box if the Aggregate
Amount in Row (11)
Excludes Certain Shares [ ]
13) Percent of Class
Represented by
Amount in Row (11) 54.6%
14) Type of Reporting Person
The Dow Chemical Company CO
Rofan Services Inc. CO
DowElanco PN
This Amendment No. 4 is being filed to note the increase
in the reporting persons' ownership from 51.8% to 54.6%. It
amends the original Schedule 13D filed by the reporting persons
on January 25, 1996, as amended by Amendment No. 1 filed on
February 27, 1996, Amendment No. 2 filed on June 7, 1996, and
Amendment No. 3 filed on December 4, 1996 (the "Schedule 13D").
All defined terms used but not otherwise defined herein have the
meanings assigned to those terms in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
This Item 3 is hereby amended by adding the following
paragraph to the end thereof.
DowElanco obtained the funds required to effect the
transactions reported in Amendment No. 4 to Schedule 13D from
working capital and other internal sources.
Item 4. Purpose of Transaction.
Part (a) of this Item 4 is hereby amended by adding the
following information to the end thereof.
(a) Since the filing of Amendment No. 3 to the Schedule
13D, DowElanco has purchased a number of shares in open market
transactions. Those transactions are summarized in the following
table:
<PAGE>
Shares of
Date Common Stock Price/Share Total Price
12/5/96 5,000 $18.2500 $ 91,250.00
1/8/97 5,000 22.2500 111,250.00
1/9/97 5,000 22.2000 111,000.00
1/10/97 5,000 23.4500 117,250.00
1/13/97 5,000 23.5750 117,875.00
1/14/97 15,000 23.2000 348,000.00
1/22/97 15,000 25.3750 380,625.00
1/24/97 5,000 24.8750 124,375.00
On January 21, 1997, DowElanco purchased directly from Kubota
Corporation, a Japanese Corporation ("Kubota"), 620,000 shares of
Common Stock at a purchase price of $21.8540 per share. On
January 21, 1997, DowElanco also purchased directly from JT
America Inc., a New York corporation ("JTA"), 244,700 shares of
Common Stock at a purchase price of $22.2500 per share. If,
during the twelve months following January 21, 1997, DowElanco
publicly tenders for additional Common Stock, the purchase price
for each share purchased from JTA in this transaction will be
increased by the amount, if any, that the tender price exceeds
$22.2500 per share. The purpose of these transactions was to
increase DowElanco's ownership of Common Stock at prices and on
terms that DowElanco considers favorable. From time to time,
DowElanco may acquire additional shares of Common Stock on terms
it considers favorable, subject to the percentage of ownership
limitations contained in the Exchange and Purchase Agreement.
Item 5. Interest in Securities of the Issuer.
Parts (a), (b), (d) and (e) of this Item 5 are hereby
amended in their entirety by replacing such sections with the
indicated texts. Part (c) of Item 5 is hereby amended by adding
the noted text to the end thereof.
(a) DowElanco owns, and TDCC and Rofan indirectly own, an
aggregate of 16,836,502 shares of Common Stock which represent
approximately 54.6% of the total outstanding shares of Common
Stock.
(b) DowElanco has, and TDCC and Rofan indirectly have,
the sole power to vote or to direct the vote and sole power to
dispose or to direct the disposition of such 16,836,502 shares of
Common Stock.
(c) Since the filing of Amendment No. 3 to Schedule 13D,
DowElanco has purchased (i) 60,000 shares of Common Stock in
open market transactions for an aggregate purchase price of
$1,401,625.00, (ii) 620,000 shares of Common Stock in a private
<PAGE>
transaction with Kubata for an aggregate purchase price of
$13,549,480.00, and (iii) 244,700 shares of Common Stock in a
private transaction with JTA for an aggregate purchase price of
$5,444,575.00. These transactions are more fully described in
Item 4, Part (a) hereto.
(d) None of TDCC, Rofan, DowElanco or their respective
affiliates is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of any shares of Common Stock other than the 16,836,502
shares of Common Stock acquired by DowElanco.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: January 30, 1997
THE DOW CHEMICAL COMPANY
By: /s/
Name: J. Pedro Reinhard
Title: Executive Vice President and Chief Financial Officer
ROFAN SERVICES INC.
By: /s/
Name: J. Pedro Reinhard
Title: President
DOWELANCO
By: /s/
Name: Louis W. Pribila
Title: Vice President, Secretary and General Counsel
