SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
AMENDMENT NO. 1
____________________
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
____________________
TEXAS DIVISION PROFIT ENHANCING PROGRAM AWARD
(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
____________________
DEREGISTRATION OF SECURITIES
The Registrant originally registered 50,000 shares of its
Common Stock, par value $2.50 per share (the "Stock"), for
issuance through the Texas Division Profit Enhancing Program
Award (the "Plan") pursuant to Registration Statement No. 33-
38410. After the Registration Statement became effective,
eligible employees acquired 47,047 shares of the Stock under
the provisions of the Plan. Accordingly, the Registrant
hereby deregisters the remaining 2,953 shares of the Stock.
Item 8. EXHIBITS.
Exhibit No. Description of Exhibit
24 Power of Attorney
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
Amendment No. 1 to Registration Statement No. 33-38410 to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Midland, State of Michigan, on
August 17, 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 Amendment No. 1 to Registration Statement No. 33-
38410 has been signed by the following persons in the
capacities and on the dates indicated.
* Director and Vice
President
A. A. Allemang
* Director
J. K. Barton
* Director
D. T. Buzzelli
* Director and
A. J. Carbone Executive Vice President
* Director and Vice
President
F. P. Corson
* Director
J. C. Danforth
* Director
W. D. Davis
* Director
M. L. Dow
* Director
J. L. Downey
* Director
E. C. Falla
* Director
B. H. Franklin
* Director
A. D. Gilmour
* Vice President and
Controller
G. M. Lynch
* Director and
M. D. Parker Executive Vice President
* Director and
F. P. Popoff Chairman of the Board
* Director, Executive Vice
J. P. Reinhard President and Chief
Financial Officer
* Director
H. T. Shapiro
* Director, President and
W. S. Stavropoulos Chief Executive Officer
* Director
P. G. Stern
*By: /S/ JOHN SCRIVEN
John Scriven
Attorney-in-fact
Dated: August 17, 1998
EXHIBIT INDEX
Exhibit No. Description of Exhibit Page Number
24 Power of Attorney. 6-7
EXHIBIT 24
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints the General Counsel or the Chief Financial Officer of
the Company, acting severally, as his or her attorney-in-fact and
agent, to sign any amendment to any one or more registration
statements on Form S-8 deregistering all of the remaining shares
of the Common Stock of The Dow Chemical Company previously
registered for any one or more of the following plans: The Dow
Chemical Company 1996-97 Employees' Stock Purchase Plan; 1994-95
Petrodow Employees' Stock Purchase Plan; 1995-96 Petrodow
Employees' Stock Purchase Plan; 1996-97 Petrodow Employees' Stock
Purchase Plan; 1997-98 Petrodow Employees' Stock Purchase Plan;
Dow Michigan Division 1992 Award Plan; Texas Division Profit
Enhancing Program Award; 1993 Texas Division Profit Enhancing
Program Award; and FilmTec Corporation 1977 Stock Option 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
A. A. ALLEMANG Director and July 9, 1998
A. A. Allemang Vice President
J. K. BARTON Director July 9, 1998
J. K. Barton
D. T. BUZZELLI Director July 9, 1998
D. T. Buzzelli
A. J. CARBONE Director and July 9, 1998
A. J. Carbone Executive Vice
President
F. P. CORSON Director and July 9, 1998
F. P. Corson Vice President
J. C. DANFORTH Director July 9, 1998
J. C. Danforth
SIGNATURE TITLE DATE
W. D. DAVIS Director July 9, 1998
W. D. Davis
M. L. DOW Director July 9, 1998
M. L. Dow
J. L. DOWNEY Director July 9, 1998
J. L. Downey
E. C. FALLA Director July 9, 1998
E. C. Falla
B. H. FRANKLIN Director July 9, 1998
B. H. Franklin
A. D. GILMOUR Director July 9, 1998
A. D. Gilmour
G. M. LYNCH Vice President July 9, 1998
G. M. Lynch and Controller
M. D. PARKER Director and July 9, 1998
M. D. Parker Executive Vice
President
F. P. POPOFF Director and July 9, 1998
F. P. Popoff Chairman of
the Board
J. P. REINHARD Director, Executive July 9, 1998
J. P. Reinhard Vice President and
Chief Financial
Officer
H. T. SHAPIRO Director July 9, 1998
H. T. Shapiro
W. S. STAVROPOULOS Director, President July 9, 1998
W. S. Stavropoulos and Chief Executive
Officer
P. G. STERN Director July 9, 1998
P. G. Stern
