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
	 	              	  ____________________
 
                			THE DOW CHEMICAL COMPANY  
		          1995-96 EMPLOYEES' STOCK PURCHASE PLAN
                			(Full title of the plan)
               			_________________________

              			    ENRIQUE C. FALLA
       Executive Vice President and Chief Financial Officer
		
                	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 be  offering price  aggregate       registration
to be registered    registered    per unit        offering price  fee

Common Stock, 
par value $2.50
of The Dow 
Chemical Company  1,500,000 shares $55.00         $82,500,000     $28,448.28 


Page 1 of 11 Pages.

                                 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, 
1994 (The consolidated financial statements and 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 Current Reports on Form 8-K dated January 20, 1995 and 
January 25, 1995; 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.

2 of 11 Pages

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, 1994, 
                     				incorporated herein by this reference.

	       23               Independent Auditors' Consent.

	       24               Power of Attorney.


3 of 11 Pages

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 
 
4 of 11 Pages 

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.

5 of 11 Pages

                           		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 
March 23, 1995.


                               				   THE DOW CHEMICAL COMPANY
                                      					(Registrant)
 
	                               			   By: /s/Donna J. Roberts, Secretary        
                                   				   Donna J. Roberts, 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 dates indicated.


J. K. BARTON*                         Director
J. K. Barton

A. J. BUTLER*                         Director  
A. J. Butler

D. T. BUZZELLI*                       Director and Vice President
D. T. Buzzelli

F. P. CORSON                          Director and Vice President 
F. P. Corson

W. D. DAVIS*                          Director
W. D. Davis

M. L. DOW*                            Director
M. L. Dow

J. L. DOWNEY*                         Director 
J. L. Downey

6 of 11 Pages

E. C. FALLA*                          Director and Executive Vice 
E. C. Falla                           President (Chief Financial Officer)

B. H. FRANKLIN*                       Director
B. H. Franklin

R. L. KESSELER*                       Vice President and Controller
R. L. Kesseler

F. W. LYONS, JR.*                     Director
F. W. Lyons, Jr.

W. J. NEELY*                          Director
W. J. Neely

F. P. POPOFF*                         Director and Chairman of the
F. P. Popoff                          Board (Chief Executive Officer)

H. T. SHAPIRO*                        Director
H. T. Shapiro

E. J. SOSA*                           Director and Senior 
E. J. Sosa                            Vice President 

W. S. STAVROPOULOS*                   Director and President 
W. S. Stavropoulos                    (Chief Operating Officer)

P. G. STERN*                          Director
P. G. Stern

*By: /s/Donna J. Roberts                                            
     Donna J. Roberts
     Attorney-in-fact


Dated:  March 23, 1995

7 of 11 Pages

                     			     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, 
       	       1994, incorporated herein by this reference.

23             Independent Auditors' Consent.                   9

24             Power of Attorney.                             10-11

8 of 11 pages
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 12465}]
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
	 	              	  ____________________
 
                			THE DOW CHEMICAL COMPANY  
		          1995-96 EMPLOYEES' STOCK PURCHASE PLAN
                			(Full title of the plan)
               			_________________________

              			    ENRIQUE C. FALLA
       Executive Vice President and Chief Financial Officer
		
                	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 be  offering price  aggregate       registration
to be registered    registered    per unit        offering price  fee

Common Stock, 
par value $2.50
of The Dow 
Chemical Company  1,500,000 shares $55.00         $82,500,000     $28,448.28 

Page 1 of 11 Pages.

                                 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, 
1994 (The consolidated financial statements and 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 Current Reports on Form 8-K dated January 20, 1995 and 
January 25, 1995; 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.

2 of 11 Pages

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, 1994, 
                     				incorporated herein by this reference.

	       23               Independent Auditors' Consent.

	       24               Power of Attorney.

3 of 11 Pages

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 
 
4 of 11 Pages 

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.

5 of 11 Pages

                           		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 
March 23, 1995.

                               				   THE DOW CHEMICAL COMPANY
                                      					(Registrant)
 
	                               			   By: /s/Donna J. Roberts, Secretary        
                                   				   Donna J. Roberts, 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 dates indicated.

J. K. BARTON*                         Director
J. K. Barton

A. J. BUTLER*                         Director  
A. J. Butler

D. T. BUZZELLI*                       Director and Vice President
D. T. Buzzelli

F. P. CORSON                          Director and Vice President 
F. P. Corson

W. D. DAVIS*                          Director
W. D. Davis

M. L. DOW*                            Director
M. L. Dow

J. L. DOWNEY*                         Director 
J. L. Downey

6 of 11 Pages

E. C. FALLA*                          Director and Executive Vice 
E. C. Falla                           President (Chief Financial Officer)

B. H. FRANKLIN*                       Director
B. H. Franklin

R. L. KESSELER*                       Vice President and Controller
R. L. Kesseler

F. W. LYONS, JR.*                     Director
F. W. Lyons, Jr.

W. J. NEELY*                          Director
W. J. Neely

F. P. POPOFF*                         Director and Chairman of the
F. P. Popoff                          Board (Chief Executive Officer)

H. T. SHAPIRO*                        Director
H. T. Shapiro

E. J. SOSA*                           Director and Senior 
E. J. Sosa                            Vice President 

W. S. STAVROPOULOS*                   Director and President 
W. S. Stavropoulos                    (Chief Operating Officer)

P. G. STERN*                          Director
P. G. Stern

*By: /s/Donna J. Roberts                                            
     Donna J. Roberts
     Attorney-in-fact

Dated:  March 23, 1995

7 of 11 Pages

                     			     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, 
       	       1994, incorporated herein by this reference.

23             Independent Auditors' Consent.                   9

24             Power of Attorney.                             10-11

8 of 11 pages