SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 11
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 Louis W. Pribila
Vice President, Reinhard Vice President,
General Counsel and President Secretary
Secretary Rofan Services and General Counsel
The Dow Chemical Inc. Dow AgroSciences LLC
Company 2030 Dow Center 9330 Zionsville Road
2030 Dow Center Midland, MI Indianapolis, IN
Midland, MI 48674 48674 46268
(517) 636-1000 (517) 636-1000 (317) 337-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 9, 1998
(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 [ ].
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
Dow AgroSciences LLC
I.R.S. Identification No.
35-1781118
2) Check the Appropriate Box if a (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 -
Organization Delaware
Rofan Services Inc. - Delaware
Dow AgroSciences LLC - Delaware
Number of 7) Sole Voting 22,470,122*
Shares Power
Beneficially _________________ _______________________________
Owned by 8) Shared Voting
Each Power 0
Reporting _________________ _______________________________
Person With 9) Sole 22,470,122*
Dispositive Power
_________________ _______________________________
10) Shared 0
Dispositive Power
11) Aggregate Amount
Beneficially owned by Each 22,470,122*
Reporting Person as of January
19, 1998
12) Check Box if the Aggregate
Amount in Row (11) Excludes [ ]
Certain Shares
13) Percent of Class
Represented by Amount in 62.9%*
Row (11)
14) Type of Reporting Person
The Dow Chemical Company CO
Rofan Services Inc. CO
Dow AgroSciences LLC OO
This Amendment No. 11 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, Amendment No. 3 filed on December 4, 1996,
Amendment No. 4 filed on January 30, 1997, Amendment No. 5 filed
on March 13, 1997, Amendment No. 6 filed on April 15, 1997,
Amendment No. 7 filed on May 2, 1997, Amendment No. 8 filed on
May 22, 1997, Amendment No. 9 filed on July 11, 1997, and
Amendment No. 10 filed on November 14, 1997(the "Schedule 13D").
All defined terms used but not otherwise defined herein have the
meanings assigned to those terms in the Schedule 13D.
______________
* Includes shares which Dow AgroSciences has the right to acquire
within the next 60 days. Percentage ownership of outstanding
shares assumes, for purposes of this cover page, that all shares
beneficially owned are issued and outstanding. See Item 4.
Item 2. Identity and Background.
Item 2 is hereby amended by adding the following
information at the end thereof.
On January 1, 1998, DowElanco LLC changed its name to Dow
AgroSciences LLC.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding the following paragraph
to the end thereof.
Dow AgroSciences obtained the funds required to effect the
Common Stock purchases reported in Amendment No. 11 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. 10 to the Schedule
13D, Dow AgroSciences has purchased a number of shares in open
market transactions. Those transactions are summarized in the
following table:
Shares of
Date Common Stock Price/Share Total Price
12/5/97 10,000 $19.5000 $195,000
12/9/97 10,000 19.5000 195,000
12/10/97 30,000 19.5000 585,000
12/11/97 5,000 19.5000 97,500
12/15/97 5,000 19.3750 96,875
12/18/97 15,000 19.3333 290,000
On December 1, 1997, Dow AgroSciences acquired from Kubota
Corporation, a Japanese corporation, 80,000 shares of Common
Stock at a purchase price of $20.761 per share.
On January 9, 1998, Dow AgroSciences exercised its option
to sell to Mycogen 400,000 ordinary shares of Verneuil Holdings
S.A., a French company, in exchange for 483,439 shares of Common
Stock under the terms of a Stock Purchase Agreement dated
December 10, 1996, between Dow AgroSciences and Mycogen. When
this transaction closed on January 16, 1998, Dow AgroSciences
sold the Verneuil shares to Mycogen for a purchase price of
$23.50 per share in exchange for newly issued shares of Common
Stock valued at $19.456, the average closing price per share on
the Nasdaq National Market for the thirty trading days ended
January 9, 1998. The issuance of these shares of Common Stock
will be delayed until the notice requirements of Nasdaq Rule
4310(c)(17)have been satisfied. The shares are expected to be
issued on February 2, 1998.
On January 16, 1998, Dow AgroSciences purchased from
Mycogen 3,762,038 newly-issued shares of Common Stock in exchange
for $75 million. The shares were valued at $19.936, the average
daily closing price of Common Stock on the Nasdaq National Market
for the trading days within the 90 calendar days ended January
15, 1998. The issuance of these shares will be delayed until the
notice requirements of Nasdaq Rule 4310(c)(17) have been
satisfied. The shares are expected to be issued on February 2,
1998.
The purpose of these transactions was to increase Dow
AgroSciences' ownership of Common Stock at prices and on terms
that Dow AgroSciences considers favorable.
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) Dow AgroSciences owns, and TDCC and Rofan indirectly
own, an aggregate of 22,470,122* shares of Common Stock which
represent approximately 62.9%* of the total outstanding shares of
Common Stock.
(b) Dow AgroSciences 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 22,470,122*
shares of Common Stock.
(c) Since the filing of Amendment No. 10 to Schedule 13D,
Dow AgroSciences has (i) purchased 75,000 shares of Common Stock
in open market transactions for an aggregate purchase price of
$1,459,375; (ii) purchased 80,000 shares of Common Stock from
Kubota Corporation for an aggregate purchase price of $1,660,880;
(iii) acquired 483,439* shares of Common Stock from Mycogen in
exchange for 400,000 shares of ordinary shares of Verneuil valued
at $9,400,000; and (iv) purchased 3,762,038* newly-issued shares
of Common Stock from Mycogen for $75 million.
(d) None of TDCC, Rofan, Dow AgroSciences 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 22,470,122* shares of Common Stock acquired by Dow
AgroSciences.
(e) Not applicable.
______________
* Includes shares which Dow AgroSciences has the right to acquire
within the next 60 days. Percentage ownership of outstanding
shares assumes for purposes of this Item 5 that all shares
beneficially owned are issued and outstanding. See Item 4.
____________________________________________________________
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 19, 1998
THE DOW CHEMICAL COMPANY
By: /s/G. MICHAEL LYNCH
Name: G. Michael Lynch
Title: Vice President and Controller
ROFAN SERVICES INC.
By: /s/J. PEDRO REINHARD
Name: J. Pedro Reinhard
Title: President
DOW AGROSCIENCES LLC
By: /s/LOUIS W. PRIBILA
Name: Louis W. Pribila
Title: Vice President, Secretary and General Counsel
