SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
____________________
THE DOW CHEMICAL COMPANY
(a Delaware corporation)
Executive Offices -- 2030 Dow Center
Midland, Michigan 48674
(Name, state of incorporation and address of principal
executive office of registrant)
I.R.S. Employer Identification No. 38-1285128
____________________
1998-99 PETRODOW EMPLOYEES' STOCK PURCHASE PLAN
(Full title of the plan)
_________________________
JOHN SCRIVEN
Vice President, General Counsel and Secretary
THE DOW CHEMICAL COMPANY
2030 Dow Center
Midland, Michigan 48674
(Name and address of agent for service)
Telephone: (517) 636-1000
____________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title maximum maximum Amount of
of securities Amount to offering aggregate registration
to be registered be price offering fee
registered per unit price
Common Stock, par
value $2.50 per share, 2,000 $82.50 $165,000.00 $100.00
of The Dow Chemical shares
Company
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by The Dow
Chemical Company ("Dow") with the Securities and Exchange
Commission (the "Commission") are incorporated herein by this
reference:
(a) Dow's Annual Report on Form 10-K for the year ended
December 31, 1997 (The consolidated financial statements and
the financial statement schedule included in such Annual
Report have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report appearing therein, and
have been so incorporated in this Registration Statement in
reliance upon such report given upon the authority of said
firm as experts in accounting and auditing.);
(b) Dow's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998; and
(c) The description of Dow's Common Stock, par value $2.50
per share, contained in a registration statement filed
pursuant to Section 12 of the Securities Exchange Act of 1934
(the "Act") and any amendments or reports filed for the
purpose of updating that description.
All documents subsequently filed by Dow pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Act prior to the
filing of a post-effective amendment which indicates that all
the securities offered hereby have been sold or which
deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Article VI of its Restated Certificate of
Incorporation, as amended, Dow may indemnify its Directors,
officers, employees and agents to such extent as is permitted
by the laws of the State of Delaware and as Dow's Bylaws may
from time to time provide. Section 145 of the General
Corporation Law of the State of Delaware empowers Dow to
indemnify, subject to the standards and limitations therein
prescribed, any person in connection with any action, suit or
proceeding brought or threatened by reason of the fact that
such person is or was a Director, officer, employee or agent
of Dow or is or was serving in such capacity with respect to
another corporation or other enterprise at the request of Dow.
Under Section VI of the Bylaws of Dow, Dow is required to
indemnify its Directors, officers and employees to the full
extent permitted by Delaware law whenever such a person is a
defendant in any legal proceeding. Section VI also gives the
Company discretion to indemnify Directors, officers, employees
and agents in other legal proceedings to which they are made a
party. Any indemnification of a Director, officer, employee
or agent of the Company must be approved by the Board of
Directors. Dow maintains a Directors' and officers' liability
insurance policy that indemnifies Dow's Directors and officers
against certain losses in connection with claims made against
them for certain wrongful acts.
Item 8. EXHIBITS.
Exhibit No. Description of Exhibit
4(a) Restated Certificate of Incorporation of
The Dow Chemical Company, filed as
Exhibit 3(a) to Dow's Annual Report on
Form 10-K for the year ended December 31,
1992, incorporated herein by this
reference.
4(b) Bylaws of The Dow Chemical Company, filed
as Exhibit 3(ii) to Dow's Annual Report
on Form 10-K for the year ended December
31, 1997, incorporated herein by this
reference.
23 Independent Auditors' Consent.
24 Power of Attorney.
Item 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3 or
Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
Directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
Director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such Director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Midland, State of Michigan, on May 15, 1998.
THE DOW CHEMICAL COMPANY
(Registrant)
By: /S/JOHN SCRIVEN
John Scriven
Vice President, General
Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated.
A. A. ALLEMANG* Director and
A. A. Allemang Vice President
J. K. BARTON* Director
J. K. Barton
D. T. BUZZELLI* Director
D. T. Buzzelli
A. J. CARBONE* Director and Executive
A. J. Carbone Vice President
F. P. CORSON* Director and
F. P. Corson Vice President
J. C. DANFORTH* Director
J. C. Danforth
W. D. DAVIS* Director
W. D. Davis
M. L. DOW* Director
M. L. Dow
J. L. DOWNEY* Director
J. L. Downey
E. C. FALLA* Director
E. C. Falla
B. H. FRANKLIN* Director
B. H. Franklin
A. D. GILMOUR* Director
A. D. Gilmour
G. M. LYNCH* Vice President and
G. M. Lynch Controller
M. D. PARKER* Director and
M. D. Parker Executive Vice President
F. P. POPOFF* Director and
F. P. Popoff Chairman of the Board
J. P. REINHARD* Director, Executive Vice
J. P. Reinhard President and
Chief Financial Officer
H. T. SHAPIRO* Director
H. T. Shapiro
W. S. STAVROPOULOS* Director, President and
W. S. Stavropoulos Chief Executive Officer
P. G. STERN* Director
P. G. Stern
*By: /S/JOHN SCRIVEN
John Scriven
Attorney-in-fact
Dated: May 15, 1998
EXHIBIT INDEX
Exhibit No. Description of Exhibit Page Number
4(a) Restated Certificate of
Incorporation of The Dow Chemical
Company, filed as Exhibit 3(a) to
Dow's Annual Report on Form 10-K
for the year ended December 31,
1992, incorporated herein by this
reference.
4(b) Bylaws of The Dow Chemical
Company, filed as Exhibit 3(ii) to
Dow's Annual Report on Form 10-K
for the year ended December 31,
1997, incorporated herein by this
reference.
23 Independent Auditors' Consent. 9
24 Power of Attorney. 10-12
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of The Dow Chemical Company on Form S-
8 of our report dated February 11, 1998, appearing in the
Annual Report on Form 10-K of The Dow Chemical Company for
the year ended December 31, 1997, and to the reference to us
under Item 3, "Incorporation of Documents by Reference," of
this Registration Statement.
Deloitte & Touche LLP
Midland, Michigan 48642
May 15, 1998
EXHIBIT 24
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints John Scriven or J. Pedro Reinhard, acting severally, as
his or her attorney-in-fact and agent, to sign any registration
statement on Form S-8 and any or all amendments (including post-
effective amendments) to such registration statement in
connection with the 1998-99 Employees' Stock Purchase Plan of The
Dow Chemical Company and the 1998-99 Petrodow Employees' Stock
Purchase Plan, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities
and Exchange Commission, granting to said attorney-in-fact and
agent full power and authority to perform any act in connection
with any of the foregoing as fully to all intents and purposes as
he or she might do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent may lawfully do or cause to
be done by virtue hereof. Each attorney-in-fact and agent is
hereby granted full power of substitution and revocation with
respect hereto.
SIGNATURE TITLE DATE
/s/A. A. ALLEMANG Director and April 9, 1998
A. A. Allemang Vice President
/s/J. K. BARTON Director April 8, 1998
J. K. Barton
/s/D. T. BUZZELLI Director April 9, 1998
D. T. Buzzelli
/s/A. J. CARBONE Director and April 9, 1998
A. J. Carbone Executive
Vice President
/s/F. P. CORSON Director and April 9, 1998
F. P. Corson Vice President
/s/J. C. DANFORTH Director April 9, 1998
J. C. Danforth
/s/W. D. DAVIS Director April 9, 1998
W. D. Davis
/s/M. L. DOW Director April 9, 1998
M. L. Dow
/s/J. L. DOWNEY Director April 9, 1998
J. L. Downey
/s/E. C. FALLA Director April 9, 1998
E. C. Falla
/s/B. H. FRANKLIN Director April 9, 1998
B. H. Franklin
/s/A. D. GILMOUR Director April 9, 1998
A. D. Gilmour
/s/G. M. LYNCH Vice President and April 9, 1998
G. M. Lynch Controller
/s/M. D. PARKER Director and April 9, 1998
M. D. Parker Executive Vice President
/s/F. P. POPOFF Director and April 9, 1998
F. P. Popoff Chairman of the Board
/s/J. P. REINHARD Director, Vice April 9, 1998
J. P. Reinhard Executive President and
Chief Financial Officer
/s/H. T. SHAPIRO Director April 9, 1998
H. T. Shapiro
/s/W. S. STAVROPOULOS Director, President April 9, 1998
W. S. Stavropoulos and Chief
Executive Officer
/s/P. G. STERN Director April 9, 1998
P. G. Stern
