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<p ALIGN="CENTER"><br>
SECURITIES AND EXCHANGE COMMISSION<br>
</b></font><font SIZE="2">WASHINGTON, D.C. 20549<br>
____________________<br>
</font><font SIZE="6"><b>Form S-8</p>
</b></font><font SIZE="2">

<p ALIGN="CENTER">REGISTRATION STATEMENT <br>
under<br>
THE SECURITIES ACT OF 1933<br>
____________________</p>
</font><font SIZE="5"><b>

<p ALIGN="CENTER"></b></font>&nbsp;</p>

<p ALIGN="CENTER"><img src="dowdia.gif" width="100" height="37"
alt="dowdia.gif (1285 bytes)"></p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER"><b><font SIZE="5">THE DOW CHEMICAL COMPANY<br>
</font><font SIZE="2">(a Delaware corporation)<br>
</font></b>Executive Offices -- 2030 Dow Center<br>
Midland, Michigan 48674</p>
<font SIZE="3"><i>

<p ALIGN="CENTER">(Name, state of incorporation and address of principal executive office
of registrant)</p>
</i></font>

<p ALIGN="CENTER">I.R.S. Employer Identification No. 38-1285128</p>
<font SIZE="2">

<p ALIGN="CENTER">____________________<br>
</font><b><br>
THE DOW CHEMICAL COMPANY EMPLOYEES' SAVINGS PLAN <br>
<font SIZE="2"><font size="1">(</b>Replacing The Dow Chemical Company Salaried
Employees&#146; Savings Plan and the Dow Hourly Employees&#146; Savings Plan)</font><b><br>
</b></p>

<p ALIGN="CENTER"><i>(Full title of the plan)<br>
</i>____________________</p>

<p ALIGN="CENTER">J. PEDRO REINHARD<br>
Executive Vice President and Chief Financial Officer<br>
THE DOW CHEMICAL COMPANY<br>
2030 Dow Center<br>
Midland, Michigan 48674</p>
<i>

<p ALIGN="CENTER">(Name and address of agent for service)</p>
</i>

<p ALIGN="CENTER">Telephone: (989) 636-1000<br>
____________________</p>
<b>

<p ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</p>
</b></font>

<table BORDER="1" CELLSPACING="2" CELLPADDING="7" WIDTH="601">
  <tr>
    <td WIDTH="149" VALIGN="top" bgcolor="#FFFF00"><font SIZE="2"><p ALIGN="CENTER">Title <br>
    of securities <br>
    to be registered (1)</font></td>
    <td WIDTH="89" VALIGN="top" bgcolor="#FFFF00"><font SIZE="2"><p ALIGN="CENTER">Amount to<br>
    be registered</font></td>
    <td WIDTH="89" VALIGN="top" bgcolor="#FFFF00"><font SIZE="2"><p ALIGN="CENTER">Proposed
    maximum<br>
    Offering price<br>
    per share</font></td>
    <td WIDTH="103" VALIGN="top" bgcolor="#FFFF00"><font SIZE="2"><p ALIGN="CENTER">Proposed
    maximum<br>
    aggregate<br>
    offering price</font></td>
    <td WIDTH="81" VALIGN="top" bgcolor="#FFFF00"><font SIZE="2"><p ALIGN="CENTER">Amount of<br>
    registration fee</font></td>
  </tr>
  <tr>
    <td WIDTH="149" VALIGN="top" bgcolor="#FFFF00"><font SIZE="2"><p ALIGN="CENTER">Common
    Stock, par value $2.50 per share, of The Dow Chemical Company</font></td>
    <td WIDTH="89" VALIGN="top" bgcolor="#FFFF00"><font SIZE="2"><p ALIGN="CENTER">10,000,000
    shares</font></td>
    <td WIDTH="89" VALIGN="top" bgcolor="#FFFF00"><font SIZE="2"><p ALIGN="CENTER">$34.73(2)</font></td>
    <td WIDTH="103" VALIGN="top" bgcolor="#FFFF00"><font SIZE="2"><p ALIGN="CENTER">$347,300,000
    (2)</font></td>
    <td WIDTH="81" VALIGN="top" bgcolor="#FFFF00"><font SIZE="2"><p ALIGN="CENTER">$86,825</font></td>
  </tr>
</table>

<ol>
  <font SIZE="2">
  <li>In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
    &nbsp; this Registration Statement covers an indeterminate amount of interests to be
    offered or sold pursuant to The Dow Chemical Company Employees&#146; Savings Plan.</li>
  <li>The price per share and the aggregate offering&nbsp; price, calculated pursuant to Rule
    457(c) and provided herein for the sole purpose of determining the registration fee, are
    based on the average of the high and low prices of the Common Stock of The Dow Chemical
    Company on the New York Stock Exchange on August 10, 2001.</li>
</ol>
</font>

<p ALIGN="CENTER">PART II</p>

<p><strong>Item 3.&nbsp;&nbsp;&nbsp; INCORPORATION OF DOCUMENTS BY REFERENCE.</strong></p>

<p>&nbsp;&nbsp;&nbsp; The following documents heretofore filed by The Dow Chemical Company
(&quot;Dow&quot;) with the Securities and Exchange Commission (the &quot;Commission&quot;)
are incorporated herein by this reference:</p>

<p>&nbsp;&nbsp;&nbsp; (a) Dow&#146;s Annual Report on Form 10-K for the year ended
December 31, 2000 and Dow's Current Report on Form 8-K filed with the Commission on April
4, 2001. (The supplemental consolidated financial statements and the financial statement
schedule included in such Current Report pn Form 8-K, which give retroactive effect to the
merger with Union Carbide Corporation on February 6, 2001 that has been accounted for as a
pooling of interests, have been audited by Deloitte &amp; Touche <font SIZE="2">LLP</font>,
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.);</p>

<p>&nbsp;&nbsp;&nbsp; (b) Dow&#146;s Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2001 and June 30, 2001; Dow&#146;s Current Reports on Form 8-K filed with the
Commission on February 5, 2001, February 6, 2001, February 20, 2001, April 16, 2001, April
26, 2001 and July 26, 2001; and Dow's Current Report on Form 8-K/A filed with the
Commision on April 4, 2001; and</p>

<p>&nbsp;&nbsp;&nbsp; (c) The description of Dow&#146;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 &quot;Act&quot;) and any amendments or reports filed
for the purpose of updating that description.</p>

<p>&nbsp;&nbsp;&nbsp; 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.</p>

<p><strong>Item 6.&nbsp;&nbsp;&nbsp; IDEMNIFICATION OF DIRECTORS AND OFFICERS.</strong></p>

<p>&nbsp;&nbsp;&nbsp; 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&#146;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&#146; and officers&#146; liability insurance policy
that indemnifies Dow&#146;s Directors and officers against certain losses in connection
with claims made against them for certain wrongful acts.</p>

<p><strong>Item 8.&nbsp;&nbsp;&nbsp; EXHIBITS.</strong></p>

<table BORDER="1" CELLSPACING="1" CELLPADDING="7" WIDTH="590">
  <tr>
    <td WIDTH="50%" VALIGN="TOP">Exhibit No.</td>
    <td WIDTH="50%" VALIGN="TOP">Description of Exhibit</td>
  </tr>
  <tr>
    <td WIDTH="50%" VALIGN="TOP">4(a)</td>
    <td WIDTH="50%" VALIGN="TOP">Restated Certificate of Incorporation of The Dow Chemical
    Company, filed as Exhibit 3(i) to Dow&#146;s Annual Report on Form 10-K for the year ended
    December 31, 2000, incorporated herein by this reference.</td>
  </tr>
  <tr>
    <td WIDTH="50%" VALIGN="TOP">4(b)</td>
    <td WIDTH="50%" VALIGN="TOP">Bylaws of The Dow Chemical Company, filed as Exhibit 3(ii) to
    Dow&#146;s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, incorporated
    herein by this reference.</td>
  </tr>
  <tr>
    <td WIDTH="50%" VALIGN="TOP">23</td>
    <td WIDTH="50%" VALIGN="TOP">Independent Auditors&#146; Consent.</td>
  </tr>
  <tr>
    <td WIDTH="50%" VALIGN="TOP">24</td>
    <td WIDTH="50%" VALIGN="TOP">Power of Attorney for Directors and certain Officers of The
    Dow Chemical Company.</td>
  </tr>
  <tr>
    <td WIDTH="50%" VALIGN="TOP">99.16</td>
    <td WIDTH="50%" VALIGN="TOP">Power of Attorney for the Retirement Board of The Dow
    Chemical Company Employees&#146; Savings Plan</td>
  </tr>
</table>

<p><br>
<strong>Item 9.&nbsp;&nbsp;&nbsp; UNDERTAKINGS.</strong></p>

<p>(a)&nbsp;&nbsp;&nbsp; The undersigned registrant hereby undertakes:</p>

<blockquote>
  <p>(1)&nbsp;&nbsp;&nbsp; To file, during any period in which offers or sales are being
  made, a post-effective amendment to this registration statement:</p>
</blockquote>

<blockquote>
  <blockquote>
    <p>(i)&nbsp;&nbsp;&nbsp; To include any prospectus required by section 10(a)(3) of the
    Securities Act of 1933;</p>
  </blockquote>
</blockquote>

<blockquote>
  <blockquote>
    <p>(ii)&nbsp;&nbsp;&nbsp; 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;</p>
  </blockquote>
</blockquote>

<blockquote>
  <blockquote>
    <p>(iii)&nbsp;&nbsp;&nbsp; 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;</p>
  </blockquote>
</blockquote>

<p>&nbsp;&nbsp;&nbsp; <em>Provided, however</em>, 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.</p>

<blockquote>
  <p>(2)&nbsp;&nbsp;&nbsp; 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.</p>
</blockquote>

<blockquote>
  <p>(3)&nbsp;&nbsp;&nbsp; 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.</p>
</blockquote>

<p>(b)&nbsp;&nbsp;&nbsp; The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of the
registrant&#146;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&#146;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.</p>

<p>(c)&nbsp;&nbsp;&nbsp; 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 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.</p>

<p ALIGN="CENTER"><strong>SIGNATURES</strong></p>

<p><em>&nbsp;&nbsp;&nbsp; The Registrant</em>. 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 August 10, 2001.</p>

<table border="0" width="89%" cellspacing="0" cellpadding="0">
  <tr>
    <td width="54%"></td>
    <td width="46%">THE DOW CHEMICAL COMPANY<br>
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (Registrant)<p>By: <u>/S/
    FRANK H. BROD</u><br>
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Vice President and Controller<br>
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Principal Accounting Officer</td>
  </tr>
</table>

<p>&nbsp;&nbsp;&nbsp; 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 date indicated.</p>

<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="529" height="979">
  <tr>
    <td WIDTH="154" VALIGN="TOP" height="59"><u>A. A. ALLEMANG*</u><br>
    A. A. Allemang</td>
    <td WIDTH="183" VALIGN="TOP" height="59">Director and Executive Vice President</td>
  </tr>
  <tr>
    <td WIDTH="154" VALIGN="TOP" height="21"><u>J. K. BARTON*<br>
    </u>J. K. Barton</td>
    <td WIDTH="183" VALIGN="TOP" height="21">Director</td>
  </tr>
  <tr>
    <td WIDTH="154" VALIGN="TOP" height="59"><p align="left"><u>F. H. BROD*<br>
    </u>F. H. Brod</td>
    <td WIDTH="183" VALIGN="TOP" height="59">Vice President and Controller (Principal
    Accounting Officer)</td>
  </tr>
  <tr>
    <td WIDTH="154" VALIGN="TOP" height="59"><u>A. J. CARBONE</u>*<br>
    A. J. Carbone</td>
    <td WIDTH="183" VALIGN="TOP" height="59">Director and Vice Chairman of the Board</td>
  </tr>
  <tr>
    <td WIDTH="154" VALIGN="TOP" height="59"><u>J. M. COOK</u>*<br>
    J. M. Cook</td>
    <td WIDTH="183" VALIGN="TOP" height="59">Director</td>
  </tr>
  <tr>
    <td WIDTH="154" VALIGN="TOP" height="59"><u>J. C. DANFORTH</u>*<br>
    J. C. Danforth</td>
    <td WIDTH="183" VALIGN="TOP" height="59">Director</td>
  </tr>
  <tr>
    <td WIDTH="154" VALIGN="TOP" height="59"><u>W. D. DAVIS</u>*<br>
    W. D. Davis</td>
    <td WIDTH="183" VALIGN="TOP" height="59">Director</td>
  </tr>
  <tr>
    <td WIDTH="154" VALIGN="TOP" height="59"><u>B. H. FRANKLIN</u>*<br>
    B. H. Franklin</td>
    <td WIDTH="183" VALIGN="TOP" height="59">Director</td>
  </tr>
  <tr>
    <td WIDTH="154" VALIGN="TOP" height="59"><u>A. D. GILMOUR</u>*<br>
    A. D. Gilmour</td>
    <td WIDTH="183" VALIGN="TOP" height="59">Director</td>
  </tr>
  <tr>
    <td WIDTH="154" VALIGN="TOP" height="59"><u>M. D. PARKER</u>*<br>
    M. D. Parker</td>
    <td WIDTH="183" VALIGN="TOP" height="59">Director, President and Chief Executive Officer</td>
  </tr>
  <tr>
    <td WIDTH="154" VALIGN="TOP" height="39"><u>J. P. REINHARD</u>*<br>
    J. P. Reinhard</td>
    <td WIDTH="183" VALIGN="TOP" height="39">Director, Executive Vice<br>
    President and Chief Financial Officer</td>
  </tr>
  <tr>
    <td WIDTH="154" VALIGN="TOP" height="59"><u>J.M. RINGLER*</u><br>
    J. M. Ringler</td>
    <td WIDTH="183" VALIGN="TOP" height="59">Director</td>
  </tr>
  <tr>
    <td WIDTH="154" VALIGN="TOP" height="59"><u>H. T. SHAPIRO</u>*<br>
    H. T. Shapiro</td>
    <td WIDTH="183" VALIGN="TOP" height="59">Director</td>
  </tr>
  <tr>
    <td WIDTH="154" VALIGN="TOP" height="29"><u>W. S. STAVROPOULOS*</u><br>
    W. S. Stavropoulos</td>
    <td WIDTH="183" VALIGN="TOP" height="29">Director and Chairman of the Board</td>
  </tr>
  <tr>
    <td WIDTH="154" VALIGN="TOP" height="31"><u>P. G. STERN*</u><br>
    P. G. Stern</td>
    <td WIDTH="183" VALIGN="TOP" height="31">Director</td>
  </tr>
</table>

<p>&nbsp;</p>

<p>*By: <u>/S/ FRANK H. BROD<br>
</u>Frank H. Brod<br>
Attorney-in-Fact<u></p>
</u>

<p>Dated: August 10, 2001</p>

<p>&nbsp;&nbsp;&nbsp; <em>The Plan</em>. Pursuant to the requirements of the Securities
Act of 1933, The Dow Chemical Company Employees' Savings Plan (the &quot;Plan&quot;) 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 August 10, 2001.</p>

<p>&nbsp;</p>

<p ALIGN="CENTER"><strong>THE DOW CHEMICAL COMPANY<br>
EMPLOYEES&#146; SAVINGS PLAN</strong></p>

<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="531">
  <tr>
    <td WIDTH="155" VALIGN="TOP"><u>T.J. BLOCK*</u><br>
    T.J. Block</td>
    <td WIDTH="184" VALIGN="TOP">Chairperson of the Retirement Board for the Plan</td>
  </tr>
  <tr>
    <td WIDTH="155" VALIGN="TOP"><u>A.E. FOWLER</u>*<br>
    A.E. Fowler</td>
    <td WIDTH="184" VALIGN="TOP">Member of the Retirement Board for the Plan</td>
  </tr>
  <tr>
    <td WIDTH="155" VALIGN="TOP"><u>R.M. GROSS*</u><br>
    R.M. Gross</td>
    <td WIDTH="184" VALIGN="TOP">Member of the Retirement Board for the Plan</td>
  </tr>
  <tr>
    <td WIDTH="155" VALIGN="TOP"><u>G.D. Kusch, MD*</u><br>
    G.D. Kusch</td>
    <td WIDTH="184" VALIGN="TOP">Member of the Retirement Board for the Plan</td>
  </tr>
  <tr>
    <td WIDTH="155" VALIGN="TOP"><u>D.J. ANDERSON*</u><br>
    D.J. Anderson</td>
    <td WIDTH="184" VALIGN="TOP">Member of the Retirement Board for the Plan</td>
  </tr>
  <tr>
    <td WIDTH="155" VALIGN="TOP"><u>L.P. McMASTER*</u><br>
    L.P. McMaster</td>
    <td WIDTH="184" VALIGN="TOP">Member of the Retirement Board for the Plan</td>
  </tr>
</table>

<p>&nbsp;</p>

<p>*By: <u>/S/ FRANK H. BROD<br>
</u>Frank H. Brod<br>
Attorney-in-Fact<u></p>
</u>

<p>Dated: August 10, 2001</p>

<p ALIGN="CENTER"><strong>EXHIBIT INDEX</strong></p>

<table BORDER="1" CELLSPACING="1" CELLPADDING="7" WIDTH="590">
  <tr>
    <td WIDTH="22%" VALIGN="TOP">Exhibit No.</td>
    <td WIDTH="67%" VALIGN="TOP">Description of Exhibit</td>
    <td WIDTH="11%" VALIGN="TOP">Page Number</td>
  </tr>
  <tr>
    <td WIDTH="22%" VALIGN="TOP">4(a)</td>
    <td WIDTH="67%" VALIGN="TOP">Restated Certificate of Incorporation of The Dow Chemical
    Company, filed as Exhibit 3(i) to Dow&#146;s Annual Report on Form 10-K for the year ended
    December 31, 2000, incorporated herein by this reference.</td>
    <td WIDTH="11%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="22%" VALIGN="TOP">4(b)</td>
    <td WIDTH="67%" VALIGN="TOP">Bylaws of The Dow Chemical Company, filed as Exhibit 3(ii) to
    Dow&#146;s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, incorporated
    herein by this reference.</td>
    <td WIDTH="11%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="22%" VALIGN="TOP">23</td>
    <td WIDTH="67%" VALIGN="TOP">Independent Auditors&#146; Consent.</td>
    <td WIDTH="11%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="22%" VALIGN="TOP">24</td>
    <td WIDTH="67%" VALIGN="TOP">Power of Attorney for Directors and certain Officers of The
    Dow Chemical Company.</td>
    <td WIDTH="11%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="22%" VALIGN="TOP">99.16</td>
    <td WIDTH="67%" VALIGN="TOP">Power of Attorney for the Retirement Board of The Dow
    Chemical Company Employees&#146; Savings Plan</td>
    <td WIDTH="11%" VALIGN="TOP">&nbsp;</td>
  </tr>
</table>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">EXHIBIT 23</p>

<p align="center"><strong>INDEPENDENT AUDITORS&#146; CONSENT</strong></p>

<p ALIGN="JUSTIFY">The Dow Chemical Company:</p>

<p ALIGN="JUSTIFY">We consent to the incorporation by reference in this Registration
Statement of The Dow Chemical Company on Form S-8 of our report dated March 28, 2001,
appearing in the Current Report on Form 8-K dated April 4, 2001 of The Dow Chemical
Company and to the reference to us under Item 3, &quot;Incorporation of Documents by
Reference,&quot; of this Registration Statement.</p>

<p>/S/ DELOITTE &amp; TOUCHE LLP<br>
DELOITTE &amp; TOUCHE LLP<br>
Midland, Michigan</p>

<p>August 10, 2001</p>

<p ALIGN="CENTER">EXHIBIT 24</p>
<b>

<p ALIGN="CENTER">POWER OF ATTORNEY</p>
</b>

<p ALIGN="JUSTIFY">Each person whose signature appears below constitutes and appoints J.
Pedro Reinhard and Frank H. Brod, acting severally, as his or her attorney-in-fact and
agent, to sign any registration statement on Form S-8 and any or all amendments (including
post-effective amendments) to such registration statements in connection with the
registration under the Securities and Exchange Act of 1933 of the Company&#146;s Common
Stock and other securities for The Dow Chemical Company Employees&#146; Savings 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.</p>
<u>

<p>&nbsp;</p>

<table border="0" width="73%" cellspacing="0" cellpadding="0">
  <tr>
    <td width="38%">SIGNATURE</td>
    <td width="38%">TITLE</td>
    <td width="24%">DATE</td>
  </tr>
  <tr>
    <td width="38%"></u>&nbsp;<p><u>/S/ A. A. ALLEMANG<br>
    </u>A. A. Allemang</p>
    <p>&nbsp;</td>
    <td width="38%">Director and Executive</td>
    <td width="24%">July 12, 2001</td>
  </tr>
  <tr>
    <td width="38%">/S/ J. K. BARTON<br>
    J. K. Barton<p>&nbsp;</td>
    <td width="38%">Director<br>
    <br>
    <br>
    </td>
    <td width="24%">July 12, 2001<br>
    <br>
    <br>
    </td>
  </tr>
  <tr>
    <td width="38%">/S/ F. H. BROD<br>
    F. H. Brod<p>&nbsp;</td>
    <td width="38%">Vice President and Controller (Principal Accounting Officer)<br>
    <br>
    </td>
    <td width="24%">July 12, 2001<br>
    <br>
    <br>
    </td>
  </tr>
  <tr>
    <td width="38%">/S/ A. J. CARBONE<br>
    A. J. Carbone<p>&nbsp;</td>
    <td width="38%">Director and Vice Chairman of the Board<br>
    <br>
    </td>
    <td width="24%">July 12, 2001<br>
    <br>
    <br>
    </td>
  </tr>
  <tr>
    <td width="38%">/S/ J. M. COOK<br>
    J. M. Cook<p>&nbsp;</td>
    <td width="38%">Director<br>
    <br>
    <br>
    </td>
    <td width="24%">July 12, 2001<br>
    <br>
    <br>
    </td>
  </tr>
  <tr>
    <td width="38%">/S/ J. C. DANFORTH<br>
    J. C. Danforth<p>&nbsp;</td>
    <td width="38%">Director<br>
    <br>
    <br>
    </td>
    <td width="24%">July 12, 2001<br>
    <br>
    <br>
    </td>
  </tr>
  <tr>
    <td width="38%">/S/ W. D. DAVIS<br>
    W. D. Davis<p>&nbsp;</td>
    <td width="38%">Director<br>
    <br>
    <br>
    </td>
    <td width="24%">July 12, 2001<br>
    <br>
    <br>
    </td>
  </tr>
  <tr>
    <td width="38%">/S/ B. H. FRANKLIN<br>
    B. H. Franklin<p>&nbsp;</td>
    <td width="38%">Director<br>
    <br>
    <br>
    </td>
    <td width="24%">July 12, 2001<br>
    <br>
    <br>
    </td>
  </tr>
  <tr>
    <td width="38%">/S/ A. D. GILMOUR<br>
    A. D. Gilmour<p>&nbsp;</td>
    <td width="38%">Director<br>
    <br>
    <br>
    </td>
    <td width="24%">July 12, 2001<br>
    <br>
    <br>
    </td>
  </tr>
  <tr>
    <td width="38%"><u>/S/ M. D. PARKER</u><br>
    M. D. Parker<p>&nbsp;</td>
    <td width="38%">Director, President and Chief Executive Officer<br>
    <br>
    </td>
    <td width="24%">July 12, 2001<br>
    <br>
    <br>
    </td>
  </tr>
  <tr>
    <td width="38%">/S/ J. P. REINHARD<br>
    J. P. Reinhard<p>&nbsp;</td>
    <td width="38%">Director, Executive Vice President and Chief Financial Officer<br>
    <br>
    </td>
    <td width="24%">July 12, 2001<br>
    <br>
    <br>
    </td>
  </tr>
  <tr>
    <td width="38%">/S/ J. M. RINGLER<br>
    J. M. Ringler<p>&nbsp;</td>
    <td width="38%">Director<br>
    <br>
    <br>
    </td>
    <td width="24%">July 12, 2001<br>
    <br>
    <br>
    </td>
  </tr>
  <tr>
    <td width="38%">/S/ H. T. SHAPIRO<br>
    H. T. Shapiro<p>&nbsp;</td>
    <td width="38%">Director<br>
    <br>
    <br>
    </td>
    <td width="24%">July 12, 2001<br>
    <br>
    <br>
    </td>
  </tr>
  <tr>
    <td width="38%">/S/ W. S. STAVROPOULOS<br>
    W. S. Stavropoulos<p>&nbsp;</td>
    <td width="38%">Director and Chairman of the Board<br>
    <br>
    </td>
    <td width="24%">July 12, 2001<br>
    <br>
    <br>
    </td>
  </tr>
  <tr>
    <td width="38%">/S/ P. G. STERN<br>
    P. G. Stern<p>&nbsp;</td>
    <td width="38%">Director<br>
    <br>
    <br>
    </td>
    <td width="24%">July 12, 2001<br>
    <br>
    <br>
    </td>
  </tr>
</table>

<p>&nbsp;</p>

<p ALIGN="CENTER">EXHIBIT 99.16</p>
<b>

<p ALIGN="CENTER">POWER OF ATTORNEY</p>
</b>

<p ALIGN="JUSTIFY">Each person whose signature appears below constitutes and appoints J.
Pedro Reinhard and Frank H. Brod, acting severally, as his or her attorney-in-fact and
agent, to sign any registration statements on Form S-8 and any or all amendments
(including post-effective amendments) to such registration statements in connection with
the registration under the Securities and Exchange Act of 1933 of the Company&#146;s
Common Stock and other securities for The Dow Chemical Company Employees&#146; Savings
Plan (the &quot;Plan&quot;), 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.</p>

<table border="0" width="74%" cellspacing="0" cellpadding="0">
  <tr>
    <td width="36%">SIGNATURE</td>
    <td width="36%">TITLE</td>
    <td width="28%">DATE</td>
  </tr>
  <tr>
    <td width="36%">&nbsp;<p><u>/S/ T.J. BLOCK</u><br>
    T.J. Block</p>
    <p>&nbsp;</td>
    <td width="36%">Chairperson of the Retirement Board for the Plan</td>
    <td width="28%">August 1, 2001<br>
    </td>
  </tr>
  <tr>
    <td width="36%"><u>/S/ A.E. FOWLER<br>
    </u>A.E. Fowler<p>&nbsp;</td>
    <td width="36%">Member of the Retirement Board for the Plan<br>
    <br>
    </td>
    <td width="28%">August 2, 2001<br>
    <br>
    <br>
    </td>
  </tr>
  <tr>
    <td width="36%"><u>/S/ R.M. GROSS<br>
    </u>R.M. Gross<p>&nbsp;</td>
    <td width="36%">Member of the Retirement Board for the Plan<br>
    <br>
    </td>
    <td width="28%">August 1, 2001<br>
    <br>
    <br>
    </td>
  </tr>
  <tr>
    <td width="36%"><u>/S/ G.D. KUSCH MD<br>
    </u>G.D. Kusch MD<p>&nbsp;</td>
    <td width="36%">Member of the Retirement Board for the Plan<br>
    <br>
    </td>
    <td width="28%">August 2, 2001<br>
    <br>
    <br>
    </td>
  </tr>
  <tr>
    <td width="36%"><u>/S/ D.J. ANDERSON<br>
    </u>D.J. Anderson<p>&nbsp;</td>
    <td width="36%">Member of the Retirement Board for the Plan<br>
    <br>
    </td>
    <td width="28%">August 1, 2001<br>
    <br>
    <br>
    </td>
  </tr>
  <tr>
    <td width="36%"><u>/S/ L.P. McMASTER<br>
    </u>L.P. McMaster<p>&nbsp;</td>
    <td width="36%">Member of the Retirement Board for the Plan<br>
    <br>
    </td>
    <td width="28%">August 5, 2001<br>
    <br>
    <br>
    </td>
  </tr>
</table>
</body>
</html>
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{"company-data": {"conformed-name": "DOW CHEMICAL CO /DE/", "cik": "0000029915", "assigned-sic": "2800", "irs-number": "381285128", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67414", "film-number": "1707002"}, "business-address": {"street1": "2030 DOW CENTER", "city": "MIDLAND", "state": "MI", "zip": "48674-2030", "phone": "5176361000"}, "mail-address": {"street1": "2030 DOW CENTER", "city": "MIDLAND", "state": "MI", "zip": "48674-2030"}}
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 EMPLOYEES' SAVINGS PLAN
(
Replacing The Dow Chemical Company Salaried
Employees' Savings Plan and the Dow Hourly Employees' Savings Plan)
(Full title of the plan)
____________________
J. PEDRO REINHARD
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: (989) 636-1000
____________________
CALCULATION OF REGISTRATION FEE
Title
of securities
to be registered (1)
Amount to
be registered
Proposed
    maximum
Offering price
per share
Proposed
    maximum
aggregate
offering price
Amount of
registration fee
Common
    Stock, par value $2.50 per share, of The Dow Chemical Company
10,000,000
    shares
$34.73(2)
$347,300,000
    (2)
$86,825
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
      this Registration Statement covers an indeterminate amount of interests to be
    offered or sold pursuant to The Dow Chemical Company Employees' Savings Plan.
The price per share and the aggregate offering  price, calculated pursuant to Rule
    457(c) and provided herein for the sole purpose of determining the registration fee, are
    based on the average of the high and low prices of the Common Stock of The Dow Chemical
    Company on the New York Stock Exchange on August 10, 2001.
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, 2000 and Dow's Current Report on Form 8-K filed with the Commission on April
4, 2001. (The supplemental consolidated financial statements and the financial statement
schedule included in such Current Report pn Form 8-K, which give retroactive effect to the
merger with Union Carbide Corporation on February 6, 2001 that has been accounted for as a
pooling of interests, 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 Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2001 and June 30, 2001; Dow's Current Reports on Form 8-K filed with the
Commission on February 5, 2001, February 6, 2001, February 20, 2001, April 16, 2001, April
26, 2001 and July 26, 2001; and Dow's Current Report on Form 8-K/A filed with the
Commision on April 4, 2001; 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.    IDEMNIFICATION 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.
Item 8.    EXHIBITS.
Exhibit No.
Description of Exhibit
4(a)
Restated Certificate of Incorporation of The Dow Chemical
    Company, filed as Exhibit 3(i) to Dow's Annual Report on Form 10-K for the year ended
    December 31, 2000, incorporated herein by this reference.
4(b)
Bylaws of The Dow Chemical Company, filed as Exhibit 3(ii) to
    Dow's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, incorporated
    herein by this reference.
23
Independent Auditors' Consent.
24
Power of Attorney for Directors and certain Officers of The
    Dow Chemical Company.
99.16
Power of Attorney for the Retirement Board of The Dow
    Chemical Company Employees' Savings Plan
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 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.
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 August 10, 2001.
THE DOW CHEMICAL COMPANY
(Registrant)
By:
/S/
    FRANK H. BROD
Vice President and Controller
Principal Accounting Officer
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 date indicated.
A. A. ALLEMANG*
A. A. Allemang
Director and Executive Vice President
J. K. BARTON*
J. K. Barton
Director
F. H. BROD*
F. H. Brod
Vice President and Controller (Principal
    Accounting Officer)
A. J. CARBONE
*
A. J. Carbone
Director and Vice Chairman of the Board
J. M. COOK
*
J. M. Cook
Director
J. C. DANFORTH
*
J. C. Danforth
Director
W. D. DAVIS
*
W. D. Davis
Director
B. H. FRANKLIN
*
B. H. Franklin
Director
A. D. GILMOUR
*
A. D. Gilmour
Director
M. D. PARKER
*
M. D. Parker
Director, President and Chief Executive Officer
J. P. REINHARD
*
J. P. Reinhard
Director, Executive Vice
President and Chief Financial Officer
J.M. RINGLER*
J. M. Ringler
Director
H. T. SHAPIRO
*
H. T. Shapiro
Director
W. S. STAVROPOULOS*
W. S. Stavropoulos
Director and Chairman of the Board
P. G. STERN*
P. G. Stern
Director
*By:
/S/ FRANK H. BROD
Frank H. Brod
Attorney-in-Fact
Dated: August 10, 2001
The Plan
. Pursuant to the requirements of the Securities
Act of 1933, The Dow Chemical Company Employees' Savings Plan (the "Plan") 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 August 10, 2001.
THE DOW CHEMICAL COMPANY
EMPLOYEES' SAVINGS PLAN
T.J. BLOCK*
T.J. Block
Chairperson of the Retirement Board for the Plan
A.E. FOWLER
*
A.E. Fowler
Member of the Retirement Board for the Plan
R.M. GROSS*
R.M. Gross
Member of the Retirement Board for the Plan
G.D. Kusch, MD*
G.D. Kusch
Member of the Retirement Board for the Plan
D.J. ANDERSON*
D.J. Anderson
Member of the Retirement Board for the Plan
L.P. McMASTER*
L.P. McMaster
Member of the Retirement Board for the Plan
*By:
/S/ FRANK H. BROD
Frank H. Brod
Attorney-in-Fact
Dated: August 10, 2001
EXHIBIT INDEX
Exhibit No.
Description of Exhibit
Page Number
4(a)
Restated Certificate of Incorporation of The Dow Chemical
    Company, filed as Exhibit 3(i) to Dow's Annual Report on Form 10-K for the year ended
    December 31, 2000, incorporated herein by this reference.
4(b)
Bylaws of The Dow Chemical Company, filed as Exhibit 3(ii) to
    Dow's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, incorporated
    herein by this reference.
23
Independent Auditors' Consent.
24
Power of Attorney for Directors and certain Officers of The
    Dow Chemical Company.
99.16
Power of Attorney for the Retirement Board of The Dow
    Chemical Company Employees' Savings Plan
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
The Dow Chemical Company:
We consent to the incorporation by reference in this Registration
Statement of The Dow Chemical Company on Form S-8 of our report dated March 28, 2001,
appearing in the Current Report on Form 8-K dated April 4, 2001 of The Dow Chemical
Company and to the reference to us under Item 3, "Incorporation of Documents by
Reference," of this Registration Statement.
/S/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Midland, Michigan
August 10, 2001
EXHIBIT 24
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints J.
Pedro Reinhard and Frank H. Brod, acting severally, as his or her attorney-in-fact and
agent, to sign any registration statement on Form S-8 and any or all amendments (including
post-effective amendments) to such registration statements in connection with the
registration under the Securities and Exchange Act of 1933 of the Company's Common
Stock and other securities for The Dow Chemical Company Employees' Savings 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
/S/ A. A. ALLEMANG
A. A. Allemang
Director and Executive
July 12, 2001
/S/ J. K. BARTON
J. K. Barton
Director
July 12, 2001
/S/ F. H. BROD
F. H. Brod
Vice President and Controller (Principal Accounting Officer)
July 12, 2001
/S/ A. J. CARBONE
A. J. Carbone
Director and Vice Chairman of the Board
July 12, 2001
/S/ J. M. COOK
J. M. Cook
Director
July 12, 2001
/S/ J. C. DANFORTH
J. C. Danforth
Director
July 12, 2001
/S/ W. D. DAVIS
W. D. Davis
Director
July 12, 2001
/S/ B. H. FRANKLIN
B. H. Franklin
Director
July 12, 2001
/S/ A. D. GILMOUR
A. D. Gilmour
Director
July 12, 2001
/S/ M. D. PARKER
M. D. Parker
Director, President and Chief Executive Officer
July 12, 2001
/S/ J. P. REINHARD
J. P. Reinhard
Director, Executive Vice President and Chief Financial Officer
July 12, 2001
/S/ J. M. RINGLER
J. M. Ringler
Director
July 12, 2001
/S/ H. T. SHAPIRO
H. T. Shapiro
Director
July 12, 2001
/S/ W. S. STAVROPOULOS
W. S. Stavropoulos
Director and Chairman of the Board
July 12, 2001
/S/ P. G. STERN
P. G. Stern
Director
July 12, 2001
EXHIBIT 99.16
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints J.
Pedro Reinhard and Frank H. Brod, acting severally, as his or her attorney-in-fact and
agent, to sign any registration statements on Form S-8 and any or all amendments
(including post-effective amendments) to such registration statements in connection with
the registration under the Securities and Exchange Act of 1933 of the Company's
Common Stock and other securities for The Dow Chemical Company Employees' Savings
Plan (the "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
/S/ T.J. BLOCK
T.J. Block
Chairperson of the Retirement Board for the Plan
August 1, 2001
/S/ A.E. FOWLER
A.E. Fowler
Member of the Retirement Board for the Plan
August 2, 2001
/S/ R.M. GROSS
R.M. Gross
Member of the Retirement Board for the Plan
August 1, 2001
/S/ G.D. KUSCH MD
G.D. Kusch MD
Member of the Retirement Board for the Plan
August 2, 2001
/S/ D.J. ANDERSON
D.J. Anderson
Member of the Retirement Board for the Plan
August 1, 2001
/S/ L.P. McMASTER
L.P. McMaster
Member of the Retirement Board for the Plan
August 5, 2001