SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K



                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934



         Date of Report (Date of earliest event reported):  May 3, 1995



                            MARION MERRELL DOW INC.
             (Exact name of registrant as specified in its charter)



   Delaware                       1-5829                   44-0565557
- ---------------              ---------------           -------------------
(State or other                (Commission               (IRS Employer
jurisdiction of                File Number)            Identification No.)
incorporation)


9300 Ward Parkway, Kansas City, Missouri                          64114
- --------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)



Registrant's telephone number, including area code:         (816) 966-4000
                                                            --------------



                                 Not Applicable
- -------------------------------------------------------------------------
         (Former name or former address, if changed since last report)






                               Page 1 of 47 Pages
<PAGE>                                                                2
Item 5.   Other Events.
          -------------

          On May 3, 1995, the Registrant announced that it had entered into
an agreement, subject to certain conditions precedent, with The Dow
Chemical Company ("DCC"), Hoechst Corporation ("Parent") and H Pharma
Acquisition Corp. ("Acquisition"), providing for the merger of Acquisition
with and into the Registrant, whereby the Registrant would be the surviving
corporation and a wholly-owned subsidiary of Parent.  A copy of the
Agreement and Plan of Merger is attached hereto as Exhibit 2 and
incorporated herein by reference.

          A copy of a press release issued by the Registrant on May 4,
1995, is attached hereto as Exhibit 99 and incorporated herein by
reference.

Item 7.   Financial Statements and Exhibits.
          ----------------------------------

     (c)  Exhibits.

          Exhibit 2      Agreement and Plan of Merger dated May 3, 1995, by
                         and among Marion Merrell Dow Inc., The Dow
                         Chemical Company, Hoechst Corporation and H Pharma
                         Acquisition Corp.

          Exhibit 99     Press Release issued by the Registrant on May 4,
                         1995.
































<PAGE>                                                                3


                                   SIGNATURE


          Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                              MARION MERRELL DOW INC.


                              By: /s/ William K. Hoskins
                              --------------------------------------------
                              Name:     William K. Hoskins
                              Title:    Vice President, General Counsel    
                                        and Corporate Secretary
Date:  May 9, 1995










































<PAGE>                                                                4
                                 EXHIBIT INDEX
                                 -------------

Exhibit        Description                                       Page
- -------        -----------                                       ----

  # 2          Agreement and Plan of Merger dated May 3,            5
               1995, by and among Marion Merrell Dow 
               Inc., The Dow Chemical Company, Hoechst 
               Corporation and H Pharma Acquisition Corp.

  #99          Press Release issued by the Registrant on            45
               May 4, 1995.
[{"type": "8-K", "sequence": "1", "description": "8-K HOECHST MERGER AGREEMENT", "secsgml_size_bytes": 4174}]
{"company-data": {"conformed-name": "MARION MERRELL DOW INC", "cik": "0000062391", "assigned-sic": "2834", "irs-number": "440565557", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-05829", "film-number": "95535673"}, "business-address": {"street1": "9300 WARD PKWY", "street2": "P O BOX 8480", "city": "KANSAS CITY", "state": "MO", "zip": "64114", "phone": "8169664000"}, "mail-address": {"street1": "PO BOX 8480", "city": "KANSAS CITY", "state": "MO", "zip": "64114"}, "former-company": {"former-conformed-name": "MARION LABORATORIES INC", "date-changed": "19891218"}}
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported):  May 3, 1995

                            MARION MERRELL DOW INC.
             (Exact name of registrant as specified in its charter)

   Delaware                       1-5829                   44-0565557
- ---------------              ---------------           -------------------
(State or other                (Commission               (IRS Employer
jurisdiction of                File Number)            Identification No.)
incorporation)

9300 Ward Parkway, Kansas City, Missouri                          64114
- --------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code:         (816) 966-4000
                                                            --------------

                                 Not Applicable
- -------------------------------------------------------------------------
         (Former name or former address, if changed since last report)

                               Page 1 of 47 Pages
2
Item 5.   Other Events.
          -------------

          On May 3, 1995, the Registrant announced that it had entered into
an agreement, subject to certain conditions precedent, with The Dow
Chemical Company ("DCC"), Hoechst Corporation ("Parent") and H Pharma
Acquisition Corp. ("Acquisition"), providing for the merger of Acquisition
with and into the Registrant, whereby the Registrant would be the surviving
corporation and a wholly-owned subsidiary of Parent.  A copy of the
Agreement and Plan of Merger is attached hereto as Exhibit 2 and
incorporated herein by reference.

          A copy of a press release issued by the Registrant on May 4,
1995, is attached hereto as Exhibit 99 and incorporated herein by
reference.

Item 7.   Financial Statements and Exhibits.
          ----------------------------------

     (c)  Exhibits.

          Exhibit 2      Agreement and Plan of Merger dated May 3, 1995, by
                         and among Marion Merrell Dow Inc., The Dow
                         Chemical Company, Hoechst Corporation and H Pharma
                         Acquisition Corp.

          Exhibit 99     Press Release issued by the Registrant on May 4,
                         1995.
3

                                   SIGNATURE

          Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                              MARION MERRELL DOW INC.

                              By: /s/ William K. Hoskins
                              --------------------------------------------
                              Name:     William K. Hoskins
                              Title:    Vice President, General Counsel    
                                        and Corporate Secretary
Date:  May 9, 1995
4
                                 EXHIBIT INDEX
                                 -------------

Exhibit        Description                                       Page
- -------        -----------                                       ----

  # 2          Agreement and Plan of Merger dated May 3,            5
               1995, by and among Marion Merrell Dow 
               Inc., The Dow Chemical Company, Hoechst 
               Corporation and H Pharma Acquisition Corp.

  #99          Press Release issued by the Registrant on            45
               May 4, 1995.