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<p align="center"><font size="5"><b>SECURITIES AND EXCHANGE
COMMISSION<br>
</b></font><font size="2">WASHINGTON, D.C. 20549</font></p>

<p align="center"><font size="2">____________________</font></p>

<p align="center"><font size="6"><b>Form S-8<br>
</b></font><font size="2">REGISTRATION STATEMENT <br>
under<br>
THE SECURITIES ACT OF 1933</font></p>

<p align="center"><font size="2">____________________</font></p>

<p align="center"><font size="5"><b>THE DOW CHEMICAL COMPANY<br>
</b></font><font size="2"><b>(a Delaware corporation)<br>
</b></font>Executive Offices -- 2030 Dow Center<br>
Midland, Michigan 48674</p>

<p align="center"><i>(Name, state of incorporation and address of
principal executive office of issuer)</i></p>

<p align="center">I.R.S. Employer Identification No. 38-1285128</p>

<p align="center"><font size="2">____________________</font></p>

<p align="center"><b>THE DOW CHEMICAL COMPANY <br>
2001-02 EMPLOYEES' STOCK PURCHASE PLAN<br>
</b><font size="2"><i>(Full title of the plan)</i></font></p>

<p align="center"><font size="2">____________________</font></p>

<p align="center"><font size="2">J. PEDRO REINHARD<br>
Executive Vice President and Chief Financial Officer<br>
THE DOW CHEMICAL COMPANY</font></p>

<p align="center"><font size="2">2030 Dow Center<br>
Midland, Michigan 48674</font></p>

<p align="center"><font size="2"><i>(Name and address of agent
for service)</i></font></p>

<p align="center"><font size="2">Telephone: (517) 636-1000</font></p>

<p align="center"><font size="2">____________________</font></p>

<p align="center"><font size="2"><b>CALCULATION OF REGISTRATION
FEE</b></font></p>
<div align="center"><center>

<table border="1" cellpadding="7" width="589">
    <tr>
        <td valign="top" width="31%"><p align="center"><font
        size="2">Title<br>
        of securities<br>
        to be registered</font></p>
        </td>
        <td valign="top" width="18%"><p align="center"><font
        size="2">Amount to<br>
        be registered</font></p>
        </td>
        <td valign="top" width="15%"><p align="center"><font
        size="2">Proposed maximum<br>
        offering price<br>
        per share</font></p>
        </td>
        <td valign="top" width="18%"><p align="center"><font
        size="2">Proposed maximum<br>
        aggregate<br>
        offering price</font></p>
        </td>
        <td valign="top" width="17%"><p align="center"><font
        size="2">Amount of<br>
        registration fee</font></p>
        </td>
    </tr>
    <tr>
        <td valign="top" width="31%"><p align="center"><font
        size="2">Common Stock, par value $2.50 per share, of The
        Dow Chemical Company</font></p>
        </td>
        <td valign="top" width="18%"><p align="center"><font
        size="2">6,000,000 shares</font></p>
        </td>
        <td valign="top" width="15%"><p align="center"><font
        size="2">$27.45</font></p>
        </td>
        <td valign="top" width="18%"><p align="center"><font
        size="2">$164,700,000</font></p>
        </td>
        <td valign="top" width="17%"><p align="center"><font
        size="2">$41,175</font></p>
        </td>
    </tr>
</TABLE>
</center></div>

<p align="center"><font size="1" face="Courier New"></font>&nbsp;</p>

<p align="center">&nbsp;</p>

<p align="center">PART II</p>

<p align="center">Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.</p>

<p>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>(a) Dow&#146;s Annual Report on Form 10-K for the year ended
December 31, 2000. (The consolidated financial statements and the
financial statement schedule included in such Annual Report have
been audited by Deloitte &amp; Touche <font size="1">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>(b) 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>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>Item 6. IDEMNIFICATION OF DIRECTORS AND OFFICERS.</p>

<p>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>&nbsp;</p>

<p>Item 8. EXHIBITS.</p>

<table border="1" cellpadding="7" cellspacing="1" width="590">
    <tr>
        <td valign="top" width="50%">Exhibit No.</td>
        <td valign="top" width="50%">Description of Exhibit</td>
    </tr>
    <tr>
        <td valign="top" width="50%">4(a)</td>
        <td valign="top" width="50%">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 valign="top" width="50%">4(b)</td>
        <td valign="top" width="50%">Bylaws of The Dow Chemical
        Company, filed as Exhibit 3(ii) 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 valign="top" width="50%">23</td>
        <td valign="top" width="50%">Independent Auditors&#146;
        Consent.</td>
    </tr>
    <tr>
        <td valign="top" width="50%">24</td>
        <td valign="top" width="50%">Power of Attorney.</td>
    </tr>
</TABLE>

<p>&nbsp;</p>

<p>Item 9. UNDERTAKINGS.</p>

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

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

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

<p>(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;</p>

<p>(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;</p>

<p>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.</p>

<p>(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.</p>

<p>(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.</p>

<p>(b) 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) 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">SIGNATURES</p>

<p>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 9, 2001.</p>

<p>&nbsp;</p>

<p>THE DOW CHEMICAL COMPANY<br>
(Registrant)</p>

<p align="right">&nbsp;</p>

<p>By: <u>/S/ FRANK H. BROD<br>
</u>Frank H. Brod<br>
Vice President and Controller</p>

<p>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 border="0" cellpadding="7" cellspacing="0" width="393">
    <tr>
        <td valign="top" width="50%"><u>A. A. ALLEMANG</u>*<br>
        A. A. Allemang</td>
        <td valign="top" width="50%"><br>
        Director and Executive Vice President</td>
    </tr>
    <tr>
        <td valign="top" width="50%"><u>J. K. BARTON</u>*<br>
        J. K. Barton</td>
        <td valign="top" width="50%"><br>
        Director</td>
    </tr>
    <tr>
        <td valign="top" width="50%"><u>F. H. BROD*<br>
        </u>F. H. Brod</td>
        <td valign="top" width="50%"><br>
        Vice President and Controller (Principal Accounting
        Officer)</td>
    </tr>
    <tr>
        <td valign="top" width="50%"><u>A. J. CARBONE</u>*<br>
        A. J. Carbone</td>
        <td valign="top" width="50%"><br>
        Director and Vice Chairman of the Board</td>
    </tr>
    <tr>
        <td valign="top" width="50%"><u>J. M. COOK</u>*<br>
        J. M. Cook</td>
        <td valign="top" width="50%"><br>
        Director</td>
    </tr>
    <tr>
        <td valign="top" width="50%"><u>J. C. DANFORTH</u>*<br>
        J. C. Danforth</td>
        <td valign="top" width="50%"><br>
        Director</td>
    </tr>
    <tr>
        <td valign="top" width="50%"><u>W. D. DAVIS</u>*<br>
        W. D. Davis</td>
        <td valign="top" width="50%"><br>
        Director</td>
    </tr>
    <tr>
        <td valign="top" width="50%"><u>B. H. FRANKLIN</u>*<br>
        B. H. Franklin</td>
        <td valign="top" width="50%"><br>
        Director</td>
    </tr>
    <tr>
        <td valign="top" width="50%"><u>A. D. GILMOUR</u>*<br>
        A. D. Gilmour</td>
        <td valign="top" width="50%"><br>
        Director</td>
    </tr>
    <tr>
        <td valign="top" width="50%">______________<br>
        J. H. Joyce</td>
        <td valign="top" width="50%"><br>
        Director and Vice Chairman of the Board</td>
    </tr>
    <tr>
        <td valign="top" width="50%"><u>M. D. PARKER</u>*<br>
        M. D. Parker</td>
        <td valign="top" width="50%"><br>
        Director, President and Chief Executive Officer</td>
    </tr>
    <tr>
        <td valign="top" width="50%"><u>J. P. REINHARD</u>*<br>
        J. P. Reinhard</td>
        <td valign="top" width="50%"><br>
        Director, Executive Vice<br>
        President and Chief<br>
        Financial Officer</td>
    </tr>
    <tr>
        <td valign="top" width="50%">_____________<br>
        J. M. Ringler</td>
        <td valign="top" width="50%"><br>
        Director</td>
    </tr>
    <tr>
        <td valign="top" width="50%"><u>H. T. SHAPIRO</u>*<br>
        H. T. Shapiro</td>
        <td valign="top" width="50%">&nbsp;<br>
        Director</td>
    </tr>
    <tr>
        <td valign="top" width="50%"><u>W. S. STAVROPOULOS*<br>
        </u>W. S. Stavropoulos</td>
        <td valign="top" width="50%"><br>
        Director and Chairman of the Board</td>
    </tr>
    <tr>
        <td valign="top" width="50%"><u>P. G. STERN*<br>
        </u>P. G. Stern</td>
        <td valign="top" width="50%">&nbsp;<br>
        Director</td>
    </tr>
</TABLE>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>*By: <u>/S/ FRANK H. BROD<br>
</u>Frank H. Brod<br>
Vice President and Controller</p>

<p>Dated: March 9, 2001</p>

<p align="center">EXHIBIT INDEX</p>

<p align="center">&nbsp;</p>
<div align="center"><center>

<table border="1" cellpadding="7" cellspacing="1" width="601">
    <tr>
        <td valign="top" width="22%">Exhibit No.</td>
        <td valign="top" width="66%">Description of Exhibit</td>
        <td valign="top" width="13%">Page Number</td>
    </tr>
    <tr>
        <td valign="top" width="22%">4(a)</td>
        <td valign="top" width="66%">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 valign="top" width="13%">&nbsp;</td>
    </tr>
    <tr>
        <td valign="top" width="22%">4(b)</td>
        <td valign="top" width="66%">Bylaws of The Dow Chemical
        Company, filed as Exhibit 3(ii) to Dow&#146;s Annual
        Report on Form 10-K for the year ended December 31, 2000,
        incorporated herein by this reference.</td>
        <td valign="top" width="13%">&nbsp;</td>
    </tr>
    <tr>
        <td valign="top" width="22%">23</td>
        <td valign="top" width="66%">Independent Auditors&#146;
        Consent.</td>
        <td valign="top" width="13%"><p align="center">7</p>
        </td>
    </tr>
    <tr>
        <td valign="top" width="22%">24</td>
        <td valign="top" width="66%">Power of Attorney.</td>
        <td valign="top" width="13%"><p align="center">8</p>
        </td>
    </tr>
</TABLE>
</center></div>

<p align="center">&nbsp;</p>

<p align="center">EXHIBIT 23</p>

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

<p align="center">&nbsp;</p>

<p>The Dow Chemical Company:</p>

<p>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 6, 2001, appearing in the Annual Report
on Form 10-K of The Dow Chemical Company for the year ended
December 31, 2000, 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</p>

<p>DELOITTE &amp; TOUCHE LLP<br>
Midland, Michigan <br>
March 9, 2001</p>

<p align="center">&nbsp;</p>

<p align="center">EXHIBIT 24</p>

<p align="center"><b>POWER OF ATTORNEY</b></p>

<p align="left">Each person whose signature appears below
constitutes and appoints J. Pedro Reinhard or 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 statement in connection with the <b>2001-2002&nbsp;Employees&#146;
Stock Purchase Plan</b> of The Dow Chemical Company 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">
    <tr>
        <td><u>SIGNATURE</u></td>
        <td><u>TITLE</u></td>
        <td><u>DATE</u></td>
    </tr>
    <tr>
        <td><u>/S/ A. A. ALLEMANG<br>
        </u>A. A. Allemang</td>
        <td><br>
        Director and Executive Vice President</td>
        <td><br>
        February 8, 2001</td>
    </tr>
    <tr>
        <td><u>/S/ J. K. BARTON<br>
        </u>J. K. Barton</td>
        <td><br>
        Director</td>
        <td><br>
        February 8, 2001</td>
    </tr>
    <tr>
        <td><u>/S/ F. H. BROD</u><br>
        F. H. Brod</td>
        <td><br>
        Vice President and Controller (Principal Accounting
        Officer)</td>
        <td><br>
        February 8, 2001</td>
    </tr>
    <tr>
        <td><u>/S/ A. J. CARBONE<br>
        </u>A. J. Carbone</td>
        <td><br>
        Director and Vice Chairman of the Board</td>
        <td><br>
        February 8, 2001</td>
    </tr>
    <tr>
        <td><u>/S/ J. M. COOK<br>
        </u>J. M. Cook</td>
        <td><br>
        Director </td>
        <td><br>
        February 8, 2001</td>
    </tr>
    <tr>
        <td><u>/S/ J. C. DANFORTH<br>
        </u>J. C. Danforth</td>
        <td><br>
        Director</td>
        <td><br>
        February 8, 2001</td>
    </tr>
    <tr>
        <td><u>/S/ W. D. DAVIS<br>
        </u>W. D. Davis</td>
        <td><br>
        Director</td>
        <td><br>
        February 8, 2001</td>
    </tr>
    <tr>
        <td><u>/S/ B. H. FRANKLIN<br>
        </u>B. H. Franklin</td>
        <td><br>
        Director</td>
        <td><br>
        February 8, 2001</td>
    </tr>
    <tr>
        <td><u>/S/ A. D. GILMOUR<br>
        </u>A. D. Gilmour</td>
        <td><br>
        Director</td>
        <td><br>
        February 8, 2001</td>
    </tr>
    <tr>
        <td><u>/S/ M. D. PARKER<br>
        </u>M. D. Parker</td>
        <td><br>
        Director, President and Chief Executive Officer</td>
        <td><br>
        February 8, 2001</td>
    </tr>
    <tr>
        <td><u>/S/ J. P. REINHARD<br>
        </u>J. P. Reinhard</td>
        <td><br>
        Director, Executive Vice President and Chief Financial
        Officer</td>
        <td><br>
        February 8, 2001</td>
    </tr>
    <tr>
        <td><u>/S/ H. T. SHAPIRO<br>
        </u>H. T. Shapiro</td>
        <td><br>
        Director</td>
        <td><br>
        February 8, 2001</td>
    </tr>
    <tr>
        <td><u>/S/ W. S. STAVROPOULOS<br>
        </u>W. S. Stavropoulos</td>
        <td><br>
        Director and Chairman of the Board </td>
        <td><br>
        February 8, 2001</td>
    </tr>
    <tr>
        <td><u>/S/ P. G. STERN<br>
        </u>P. G. Stern</td>
        <td><br>
        Director</td>
        <td><br>
        February 8, 2001</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": "333-56780", "film-number": "1564800"}, "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
2001-02 EMPLOYEES' STOCK PURCHASE 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: (517) 636-1000
____________________
CALCULATION OF REGISTRATION
FEE
Title
of securities
to be registered
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
6,000,000 shares
$27.45
$164,700,000
$41,175
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. (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. 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 Annual
        Report on Form 10-K for the year ended December 31, 2000,
        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 9, 2001.
THE DOW CHEMICAL COMPANY
(Registrant)
By:
/S/ FRANK H. BROD
Frank H. Brod
Vice President and Controller
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
______________
J. H. Joyce
Director and Vice Chairman of the Board
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
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
Vice President and Controller
Dated: March 9, 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 Annual
        Report on Form 10-K for the year ended December 31, 2000,
        incorporated herein by this reference.
23
Independent Auditors'
        Consent.
7
24
Power of Attorney.
8
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 February 6, 2001, appearing in the Annual Report
on Form 10-K of The Dow Chemical Company for the year ended
December 31, 2000, 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
March 9, 2001
EXHIBIT 24
POWER OF ATTORNEY
Each person whose signature appears below
constitutes and appoints J. Pedro Reinhard or 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 statement in connection with the
2001-2002 Employees'
Stock Purchase Plan
of The Dow Chemical Company 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 Vice President
February 8, 2001
/S/ J. K. BARTON
J. K. Barton
Director
February 8, 2001
/S/ F. H. BROD
F. H. Brod
Vice President and Controller (Principal Accounting
        Officer)
February 8, 2001
/S/ A. J. CARBONE
A. J. Carbone
Director and Vice Chairman of the Board
February 8, 2001
/S/ J. M. COOK
J. M. Cook
Director
February 8, 2001
/S/ J. C. DANFORTH
J. C. Danforth
Director
February 8, 2001
/S/ W. D. DAVIS
W. D. Davis
Director
February 8, 2001
/S/ B. H. FRANKLIN
B. H. Franklin
Director
February 8, 2001
/S/ A. D. GILMOUR
A. D. Gilmour
Director
February 8, 2001
/S/ M. D. PARKER
M. D. Parker
Director, President and Chief Executive Officer
February 8, 2001
/S/ J. P. REINHARD
J. P. Reinhard
Director, Executive Vice President and Chief Financial
        Officer
February 8, 2001
/S/ H. T. SHAPIRO
H. T. Shapiro
Director
February 8, 2001
/S/ W. S. STAVROPOULOS
W. S. Stavropoulos
Director and Chairman of the Board
February 8, 2001
/S/ P. G. STERN
P. G. Stern
Director
February 8, 2001