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 issuer)
                              
        I.R.S. Employer Identification No. 38-1285128
                    ____________________
                              
                  THE DOW CHEMICAL COMPANY
                   ELECTIVE DEFERRAL PLAN
                  (Full title of the plan)
                    ____________________
                              
                        JOHN SCRIVEN
        Vice President, General Counsel and Secretary
                  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      
      Title                   Proposed  maximum       
  of securities   Amount to   maximum  aggregate  Amount of
 to be registered     be      offering  offering  registrat
                  registered   price    price     ion fee
                               per
                               unit
    Deferred      $100,000,     N/A    $100,000,  $30,303.03
Compensation and    000.00               000.00       
    Matching
Contributions by
The Dow Chemical
     Company

                           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, 1996 (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.); and

  (b) Dow's Quarterly Reports on Forms 10-Q for the quarters
ended  March 31, 1997, June 30, 1997 and September 30, 1997;
and  Dow's  Current  Report  on  Form  8-K  filed  with  the
Commission on July 1, 1997.

   All  documents  subsequently filed  by  Dow  pursuant  to
Sections  13(a), 13(c), 14 and 15 of the Securities Exchange
Act  of  1934,  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 4.  DESCRIPTION OF SECURITIES

      The  Dow Chemical Company Elective Deferral Plan  (the
"Plan") provides designated Dow employees ("Participant(s)")
with an opportunity to defer a portion of their compensation
and  accumulate  tax-deferred  earnings  thereon.   A  brief
description  of  certain aspects of the  Plan  follows  (The
official  provisions of the Plan are contained in  the  Plan
Document, which controls in the event of a discrepancy.):

     (a)  The Plan allows a Participant to defer a portion of his
or  her  pre-tax salary and performance awards.  The  amount
deferred will be credited to that Participant's account, and
earnings  based  on  one  of two  methods  selected  by  the
Participants  will  accumulate  thereon  on  a  tax-deferred
basis.

     (b)    Deferrals  are  eligible  for  partial  matching
       contributions by Dow.
     
     (c)   Benefits from the Plan may be received while  the
Participant is employed at Dow or at retirement  in  a  lump
sum  or in monthly payments up to 15 years.  Upon death, any
such  benefits not previously paid out will  be  paid  to  a
designated  beneficiary.  Income taxes on deferred  amounts,
including earnings thereon, will not be required to be  paid
until  such benefits are paid to the Participant or  his  or
her beneficiary.

     (d)  Each Participant is an unsecured general creditor of
Dow  with respect to his or her own Plan benefits.  Benefits
are  payable  solely  from  Dow's general  assets,  and  are
subject   to   the  risk  of  corporate  insolvency.    Each
Participant's deferred compensation will be mingled with the
general funds of Dow and may therefore be subject to a  lien
or security interest of other creditors.
     
     (e)   The  total amount of securities being  registered
pursuant to this Registration Statement is $100,000,000.
     
     (f)   Dow  reserves the right to amend or partially  or
completely terminate the Plan, provided that such  amendment
or  termination  does  not result  in  any  reduction  of  a
Participant's  account balance, including previous  earnings
or losses, as of the date of such amendment or termination.
     
     (g)  Dow has appointed the Retirement Board to assist in
administering the Plan.  The Retirement Board has the  right
to  interpret the Plan and determine all other matters  that
might arise under the terms and conditions of the Plan.  Its
decisions are final and binding on all Participants.
     
Item 6.  INDEMNIFICATION OF OFFICERS

      Under  Article  VI  of  the  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 as such  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(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, 1996,
                    incorporated herein by this
                    reference.
                    
        23          Independent Auditor's         
                    Consent.
                    
        24          Power of Attorney.            
                    
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
undersigned 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 undersigned 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, and the State of Michigan on November 13, 1997.

                               THE DOW CHEMICAL COMPANY
                                   (Registrant)

                               By: /s/J. PEDRO REINHARD

                                   J. Pedro Reinhard
                                   Executive Vice President
                                   and
                                   Chief Financial 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  dates
indicated.


   A. A. ALLEMANG*     Director and Vice        
                       President
   A. A. Allemang                               
          
   J. K. BARTON*       Director                 
   J. K. Barton                                
          
   D. T. BUZZELLI*     Director                 
   D. T. Buzzelli                               
                                                
   A. J. CARBONE*      Director and Executive
   A. J. Carbone       Vice President           
          
   F. P. CORSON*       Director and Vice        
                       President
   F. P. Corson                                
          
   J. C. DANFORTH*     Director                 
   J. C. Danforth                               
          

   W. D. DAVIS*        Director                 
   W. D. Davis                                
                                                
   M. L. DOW*          Director                 
   M. L. Dow                                 
          
   J. L. DOWNEY*       Director                 
   J. L. Downey                                
                                                
   E. C. FALLA*        Director                 
   E. C. Falla                                
                                                
   B. H. FRANKLIN*     Director                 
   B. H. Franklin                               
          
   A. D. GILMOUR*      Director                 
   A. D. Gilmour                               
          
   G. M. LYNCH*        Vice President and       
                       Controller
   G. M. Lynch                                
          
   M. D. PARKER*       Director and Executive   
   M. D. Parker        Vice President           
                                                
   F. P. POPOFF*       Director and Chairman of 
                       the
   F. P. Popoff        Board                    
                                                
   J. P. REINHARD*     Director, Executive Vice 
   J. P. Reinhard      President and            
                       Chief Financial Officer
                       
   H. T. SHAPIRO*      Director                 
   H. T. Shapiro                               
                                                
 W. S. STAVROPOULOS*   Director, President and  
 W. S. Stavropoulos    Chief Executive Officer  
                                                
   P. G. STERN*        Director                 
   P. G. Stern                                

*By:  /s/J. PEDRO REINHARD
   J. Pedro Reinhard
   Executive Vice President and
   Chief Financial Officer

Dated:  November 13, 1997

                        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, 1996
                    incorporated herein by this
                    reference.
                    
        23          Independent Auditor's             9
                    Consent.
                    
        24          Power of Attorney.              10-11
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16957}]
{"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": "333-40271", "film-number": "97721256"}, "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 issuer)
                              
        I.R.S. Employer Identification No. 38-1285128
                    ____________________
                              
                  THE DOW CHEMICAL COMPANY
                   ELECTIVE DEFERRAL PLAN
                  (Full title of the plan)
                    ____________________
                              
                        JOHN SCRIVEN
        Vice President, General Counsel and Secretary
                  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      
      Title                   Proposed  maximum       
  of securities   Amount to   maximum  aggregate  Amount of
 to be registered     be      offering  offering  registrat
                  registered   price    price     ion fee
                               per
                               unit
    Deferred      $100,000,     N/A    $100,000,  $30,303.03
Compensation and    000.00               000.00       
    Matching
Contributions by
The Dow Chemical
     Company

                           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, 1996 (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.); and

  (b) Dow's Quarterly Reports on Forms 10-Q for the quarters
ended  March 31, 1997, June 30, 1997 and September 30, 1997;
and  Dow's  Current  Report  on  Form  8-K  filed  with  the
Commission on July 1, 1997.

   All  documents  subsequently filed  by  Dow  pursuant  to
Sections  13(a), 13(c), 14 and 15 of the Securities Exchange
Act  of  1934,  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 4.  DESCRIPTION OF SECURITIES

      The  Dow Chemical Company Elective Deferral Plan  (the
"Plan") provides designated Dow employees ("Participant(s)")
with an opportunity to defer a portion of their compensation
and  accumulate  tax-deferred  earnings  thereon.   A  brief
description  of  certain aspects of the  Plan  follows  (The
official  provisions of the Plan are contained in  the  Plan
Document, which controls in the event of a discrepancy.):

     (a)  The Plan allows a Participant to defer a portion of his
or  her  pre-tax salary and performance awards.  The  amount
deferred will be credited to that Participant's account, and
earnings  based  on  one  of two  methods  selected  by  the
Participants  will  accumulate  thereon  on  a  tax-deferred
basis.

     (b)    Deferrals  are  eligible  for  partial  matching
       contributions by Dow.
     
     (c)   Benefits from the Plan may be received while  the
Participant is employed at Dow or at retirement  in  a  lump
sum  or in monthly payments up to 15 years.  Upon death, any
such  benefits not previously paid out will  be  paid  to  a
designated  beneficiary.  Income taxes on deferred  amounts,
including earnings thereon, will not be required to be  paid
until  such benefits are paid to the Participant or  his  or
her beneficiary.

     (d)  Each Participant is an unsecured general creditor of
Dow  with respect to his or her own Plan benefits.  Benefits
are  payable  solely  from  Dow's general  assets,  and  are
subject   to   the  risk  of  corporate  insolvency.    Each
Participant's deferred compensation will be mingled with the
general funds of Dow and may therefore be subject to a  lien
or security interest of other creditors.
     
     (e)   The  total amount of securities being  registered
pursuant to this Registration Statement is $100,000,000.
     
     (f)   Dow  reserves the right to amend or partially  or
completely terminate the Plan, provided that such  amendment
or  termination  does  not result  in  any  reduction  of  a
Participant's  account balance, including previous  earnings
or losses, as of the date of such amendment or termination.
     
     (g)  Dow has appointed the Retirement Board to assist in
administering the Plan.  The Retirement Board has the  right
to  interpret the Plan and determine all other matters  that
might arise under the terms and conditions of the Plan.  Its
decisions are final and binding on all Participants.
     
Item 6.  INDEMNIFICATION OF OFFICERS

      Under  Article  VI  of  the  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 as such  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(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, 1996,
                    incorporated herein by this
                    reference.
                    
        23          Independent Auditor's         
                    Consent.
                    
        24          Power of Attorney.            
                    
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
undersigned 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 undersigned 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, and the State of Michigan on November 13, 1997.

                               THE DOW CHEMICAL COMPANY
                                   (Registrant)

                               By: /s/J. PEDRO REINHARD

                                   J. Pedro Reinhard
                                   Executive Vice President
                                   and
                                   Chief Financial 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  dates
indicated.

   A. A. ALLEMANG*     Director and Vice        
                       President
   A. A. Allemang                               
          
   J. K. BARTON*       Director                 
   J. K. Barton                                
          
   D. T. BUZZELLI*     Director                 
   D. T. Buzzelli                               
                                                
   A. J. CARBONE*      Director and Executive
   A. J. Carbone       Vice President           
          
   F. P. CORSON*       Director and Vice        
                       President
   F. P. Corson                                
          
   J. C. DANFORTH*     Director                 
   J. C. Danforth                               
          

   W. D. DAVIS*        Director                 
   W. D. Davis                                
                                                
   M. L. DOW*          Director                 
   M. L. Dow                                 
          
   J. L. DOWNEY*       Director                 
   J. L. Downey                                
                                                
   E. C. FALLA*        Director                 
   E. C. Falla                                
                                                
   B. H. FRANKLIN*     Director                 
   B. H. Franklin                               
          
   A. D. GILMOUR*      Director                 
   A. D. Gilmour                               
          
   G. M. LYNCH*        Vice President and       
                       Controller
   G. M. Lynch                                
          
   M. D. PARKER*       Director and Executive   
   M. D. Parker        Vice President           
                                                
   F. P. POPOFF*       Director and Chairman of 
                       the
   F. P. Popoff        Board                    
                                                
   J. P. REINHARD*     Director, Executive Vice 
   J. P. Reinhard      President and            
                       Chief Financial Officer
                       
   H. T. SHAPIRO*      Director                 
   H. T. Shapiro                               
                                                
 W. S. STAVROPOULOS*   Director, President and  
 W. S. Stavropoulos    Chief Executive Officer  
                                                
   P. G. STERN*        Director                 
   P. G. Stern                                

*By:  /s/J. PEDRO REINHARD
   J. Pedro Reinhard
   Executive Vice President and
   Chief Financial Officer

Dated:  November 13, 1997

                        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, 1996
                    incorporated herein by this
                    reference.
                    
        23          Independent Auditor's             9
                    Consent.
                    
        24          Power of Attorney.              10-11