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
                    ____________________
                              
       1996-97 PETRODOW EMPLOYEES' STOCK PURCHASE PLAN
                  (Full title of the plan)
                  _________________________
                              
                        JOHN SCRIVEN
             Vice President and General Counsel
                  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        
    of securities      Amount to      offering   aggregate      Amount of
   to be registered       be            price     offering    registration
                       registered      per unit     price           fee
                           
  Common Stock, par                                           
value $2.50 per share,   2,000         $67.75    $135,500.00     $100.00
 of The Dow Chemical    shares                    
       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, 1995 (The consolidated financial statements and
the 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) 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.
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, 1995, incorporated herein by this
                    reference.
                    
        23          Independent Auditors' 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
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 March 18, 1996.


                              THE DOW CHEMICAL COMPANY
                                   (Registrant)


                              By:  /s/ DONNA J. ROBERTS
                                   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 date
indicated.


J. K. BARTON*          Director                 
J. K. Barton                                
          
D. T. BUZZELLI*        Director and Vice President
D. T. Buzzelli                               
          
A. J. CARBONE*         Director and Vice President
A. J. Carbone                               
          
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 and Executive
E. C. Falla            Vice President           
                       
B. H. FRANKLIN*        Director
B. H. Franklin                               
          
A. D. GILMOUR*         Director                 
A. D. Gilmour                               
          
R. L. KESSELER*        Vice President and Controller
R. L. Kesseler                               
                       
W. J. NEELY*           Director
W. J. Neely                                
                       
M. D. PARKER*          Director and Vice President
M. D. Parker                                
                                                
F. P. POPOFF*          Director and Chairman of the Board
F. P. Popoff                         
                       
J. P. REINHARD*        Director and Financial Vice
J. P. Reinhard         President, Treasurer and 
                       Chief Financial Officer
                       
H. T. SHAPIRO*         Director                 
H. T. Shapiro                               
                       
W. S. STAVROPOULOS*    Director and President
W. S. Stavropoulos     (Chief Executive Officer)
                       
P. G. STERN*           Director
P. G. Stern                                
                       
                       


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


Dated:  March 18, 1996


                        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,
             1995, incorporated herein by this
             reference.
             
23           Independent Auditors' Consent .           9
             
24           Power of Attorney.                     10 - 12
                                                       

                              
                              
                         EXHIBIT 23
                              
                              
                INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this
Registration Statement of The Dow Chemical Company on Form S-
8 of our report dated February 7, 1996, appearing in the
Annual Report on Form 10-K of The Dow Chemical Company for
the year ended December 31, 1995, 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  48642

March 15, 1996
                              

                         EXHIBIT 24
                              
                      POWER OF ATTORNEY

     Each person whose signature appears below constitutes
and appoints DONNA J. ROBERTS, JOHN SCRIVEN or J. PEDRO
REINHARD, 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 statement for shares of the
Common Stock, par value $2.50 per share, of The Dow Chemical
Company, to be offered pursuant to the 1996-97 Employees'
Stock Purchase Plan and the 1996-97 Petrodow Employees'
Stock Purchase 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/J. K. BARTON          Director                 February 8, 1996
J. K. Barton

/s/D. T. BUZZELLI        Director and Vice        February 8, 1996
D. T. Buzzelli           President


/s/A. J. CARBONE         Director and Vice        February 8, 1996
A. J. Carbone            President


/s/F. P. CORSON          Director and Vice        February 8, 1996
F. P. Corson             President


/s/J. C. DANFORTH        Director                 February 8, 1996
J. C. Danforth


/s/W. D. DAVIS           Director                 February 8, 1996
W. D. Davis


/s/M. L. DOW             Director                 February 8, 1996
M. L. Dow


/s/J. L. DOWNEY          Director                 February 8, 1996
J. L. Downey


/s/E. C. FALLA           Director and Executive   February 8, 1996
E. C. Falla              Vice President


/s/B. H. FRANKLIN        Director                 February 8, 1996
B. H. Franklin


/s/A. D. GILMOUR         Director                 February 8, 1996
A. D. Gilmour


/s/R. L. KESSELER        Vice President and       February 8, 1996
R. L. Kesseler           Controller


/s/W. J. NEELY           Director                 February 8, 1996
W. J. Neely


/s/M. D. PARKER          Director and Vice        February 8, 1996
M. D. Parker             President


/s/F. P. POPOFF          Director and             February 8, 1996
F. P. Popoff             Chairman of the Board


/s/J. P. REINHARD        Director and Financial   February 8, 1996
J. P. Reinhard           Vice President, Treasurer 
                         and Chief Financial Officer


/s/H. T. SHAPIRO         Director                 February 8, 1996
H. T. Shapiro


/s/W. S. STAVROPOULOS    Director and President   February 8, 1996
W. S. Stavropoulos       (Chief Executive 
                         Officer)


/s/P. G. STERN           Director                 February 8, 1996
P. G. Stern
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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
                    ____________________
                              
       1996-97 PETRODOW EMPLOYEES' STOCK PURCHASE PLAN
                  (Full title of the plan)
                  _________________________
                              
                        JOHN SCRIVEN
             Vice President and General Counsel
                  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        
    of securities      Amount to      offering   aggregate      Amount of
   to be registered       be            price     offering    registration
                       registered      per unit     price           fee
                           
  Common Stock, par                                           
value $2.50 per share,   2,000         $67.75    $135,500.00     $100.00
 of The Dow Chemical    shares                    
       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, 1995 (The consolidated financial statements and
the 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) 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.
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, 1995, incorporated herein by this
                    reference.
                    
        23          Independent Auditors' 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
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 March 18, 1996.

                              THE DOW CHEMICAL COMPANY
                                   (Registrant)

                              By:  /s/ DONNA J. ROBERTS
                                   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 date
indicated.

J. K. BARTON*          Director                 
J. K. Barton                                
          
D. T. BUZZELLI*        Director and Vice President
D. T. Buzzelli                               
          
A. J. CARBONE*         Director and Vice President
A. J. Carbone                               
          
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 and Executive
E. C. Falla            Vice President           
                       
B. H. FRANKLIN*        Director
B. H. Franklin                               
          
A. D. GILMOUR*         Director                 
A. D. Gilmour                               
          
R. L. KESSELER*        Vice President and Controller
R. L. Kesseler                               
                       
W. J. NEELY*           Director
W. J. Neely                                
                       
M. D. PARKER*          Director and Vice President
M. D. Parker                                
                                                
F. P. POPOFF*          Director and Chairman of the Board
F. P. Popoff                         
                       
J. P. REINHARD*        Director and Financial Vice
J. P. Reinhard         President, Treasurer and 
                       Chief Financial Officer
                       
H. T. SHAPIRO*         Director                 
H. T. Shapiro                               
                       
W. S. STAVROPOULOS*    Director and President
W. S. Stavropoulos     (Chief Executive Officer)
                       
P. G. STERN*           Director
P. G. Stern                                
                       
                       

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

Dated:  March 18, 1996

                        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,
             1995, incorporated herein by this
             reference.
             
23           Independent Auditors' Consent .           9
             
24           Power of Attorney.                     10 - 12
                                                       

                              
                              
                         EXHIBIT 23
                              
                              
                INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this
Registration Statement of The Dow Chemical Company on Form S-
8 of our report dated February 7, 1996, appearing in the
Annual Report on Form 10-K of The Dow Chemical Company for
the year ended December 31, 1995, 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  48642

March 15, 1996
                              

                         EXHIBIT 24
                              
                      POWER OF ATTORNEY

     Each person whose signature appears below constitutes
and appoints DONNA J. ROBERTS, JOHN SCRIVEN or J. PEDRO
REINHARD, 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 statement for shares of the
Common Stock, par value $2.50 per share, of The Dow Chemical
Company, to be offered pursuant to the 1996-97 Employees'
Stock Purchase Plan and the 1996-97 Petrodow Employees'
Stock Purchase 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/J. K. BARTON          Director                 February 8, 1996
J. K. Barton

/s/D. T. BUZZELLI        Director and Vice        February 8, 1996
D. T. Buzzelli           President

/s/A. J. CARBONE         Director and Vice        February 8, 1996
A. J. Carbone            President

/s/F. P. CORSON          Director and Vice        February 8, 1996
F. P. Corson             President

/s/J. C. DANFORTH        Director                 February 8, 1996
J. C. Danforth

/s/W. D. DAVIS           Director                 February 8, 1996
W. D. Davis

/s/M. L. DOW             Director                 February 8, 1996
M. L. Dow

/s/J. L. DOWNEY          Director                 February 8, 1996
J. L. Downey

/s/E. C. FALLA           Director and Executive   February 8, 1996
E. C. Falla              Vice President

/s/B. H. FRANKLIN        Director                 February 8, 1996
B. H. Franklin

/s/A. D. GILMOUR         Director                 February 8, 1996
A. D. Gilmour

/s/R. L. KESSELER        Vice President and       February 8, 1996
R. L. Kesseler           Controller

/s/W. J. NEELY           Director                 February 8, 1996
W. J. Neely

/s/M. D. PARKER          Director and Vice        February 8, 1996
M. D. Parker             President

/s/F. P. POPOFF          Director and             February 8, 1996
F. P. Popoff             Chairman of the Board

/s/J. P. REINHARD        Director and Financial   February 8, 1996
J. P. Reinhard           Vice President, Treasurer 
                         and Chief Financial Officer

/s/H. T. SHAPIRO         Director                 February 8, 1996
H. T. Shapiro

/s/W. S. STAVROPOULOS    Director and President   February 8, 1996
W. S. Stavropoulos       (Chief Executive 
                         Officer)

/s/P. G. STERN           Director                 February 8, 1996
P. G. Stern