UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
ASTROPOWER, INC.
(Name of Issuer
COMMON STOCK, par value $0.01 per share
(Title of Class of Securities)
04644A 10 1
(CUSIP Number)
February 13, 1998*(See Footnote 1)
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is being filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
Check the following box if a fee is being paid with this
statement:
[ ]
CUSIP No. 04644A 10 1
1. Name of Reporting Person: The Dow Chemical Company
I.R.S. Identification No. of the Above Person: 38-1285128
2. Check the Appropriate Box if a Member of a Group: (a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
Number of Shares
Beneficially 5. Sole Voting Power: 560,833
Owned by
Each Reporting 6. Shared Voting Power: 0
Person With
7. Sole Dispositive Power: 560,833
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each
Reporting Person: 560,833
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares: [ ]
11. Percent of Class Represented by Amount in Row (9): 5.01%
12. Type of Reporting Person: CO
Item 1.
(a) Name of Issuer: AstroPower, Inc.
(b) Address of Issuer's Principal Executive Offices:
Solar Park Newark, Delaware 19716-2000
Item 2.
(a) Name of Person Filing: The Dow Chemical Company
(b) Address of Principal Business Office:
2030 Dow Center, Midland, MI 48674
(c) Citizenship: Delaware
(d) Title of class of Securities:
Common Stock, par value $0.01 per share
(e) CUSIP No.: 04644A 10 1
Item 3. Status of Person Filing.
Not applicable
Item 4. Ownership.
(a) Amount beneficially owned: 560,833
(b) Percent of class: 5.01%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 560,833
(ii) Shared power to vote or to direct the vote: -0-
(iii) Sole power to dispose or to direct the
disposition of: 560,833
(iv) Shared power to dispose or to direct the
disposition of: -0-
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported or by the Parent Holding
Company or Control Person.
Not applicable
Item 8. Identification and Classification of Members of the
Group.
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
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 25, 2000 THE DOW CHEMICAL COMPANY
By: \s\J. PEDRO REINHARD
Name: J. Pedro Reinhard
Title: Executive Vice President and
Chief Financial Officer
_______________________________
*1. The ownership interest in the Issuer was originally reported on
a Schedule 13D and was based on a February 13, 1998 event (the
"Schedule 13D"). This initial filing on Schedule 13G does not
report any change in the number of shares of the Issuer owned by
The Dow Chemical Company, but is nevertheless deemed to amend the
Schedule 13D.
