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
                      ____________________
                                
        1999-2000 PETRODOW EMPLOYEES' STOCK PURCHASE 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    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      $83.45    $166,900.00    $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, 1998 (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, 1998, 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 26, 1999.


                              THE DOW CHEMICAL COMPANY
                                          (Registrant)



                              By:  /s/ JOHN SCRIVEN
                                   John Scriven
                                   Vice President, General Counsel
                                   and 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.

   A. A. ALLEMANG*       Director and Vice        
   A. A. Allemang        President
           
   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           
          
   J. C. DANFORTH*       Director                 
   J. C. Danforth                               
          

   W. D. DAVIS*          Director                 
   W. D. Davis                                
                                                
   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       
   G. M. Lynch           Controller
                                  
   M. D. PARKER*         Director and             
   M. D. Parker          Executive Vice President 
                                                
   F. P. POPOFF*         Director and
   F. P. Popoff          Chairman of the 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/ JOHN SCRIVEN
      John Scriven
      Attorney-in-fact


Dated:  March 26, 1999
                                
                                
                          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,
             1998, incorporated herein by this
             reference.
             
23           Independent Auditors' Consent .           9
             
24           Power of Attorney.                      10-12
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13381}]
{"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": "333-75127", "film-number": "99574723"}, "business-address": {"street1": "2030 DOW CENTER", "city": "MIDLAND", "state": "MI", "zip": "48674-2030", "phone": "5176361000"}, "mail-address": {"street1": "2030 DOW CENTER", "city": "MIDLAND", "state": "MI", "zip": "48674-2030"}}
SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                 _______________________________
                            Form S-8
                     REGISTRATION STATEMENT
                UNDER THE SECURITIES ACT OF 1933
                      ____________________

                    THE DOW CHEMICAL COMPANY
                    (a Delaware corporation)
              Executive Offices -- 2030 Dow Center
                     Midland, Michigan 48674
(Name, state of incorporation and address of principal executive
                      office of registrant)
                                
          I.R.S. Employer Identification No. 38-1285128
                      ____________________
                                
        1999-2000 PETRODOW EMPLOYEES' STOCK PURCHASE 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    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      $83.45    $166,900.00    $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, 1998 (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, 1998, 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 26, 1999.

                              THE DOW CHEMICAL COMPANY
                                          (Registrant)

                              By:  /s/ JOHN SCRIVEN
                                   John Scriven
                                   Vice President, General Counsel
                                   and 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.

   A. A. ALLEMANG*       Director and Vice        
   A. A. Allemang        President
           
   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           
          
   J. C. DANFORTH*       Director                 
   J. C. Danforth                               
          

   W. D. DAVIS*          Director                 
   W. D. Davis                                
                                                
   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       
   G. M. Lynch           Controller
                                  
   M. D. PARKER*         Director and             
   M. D. Parker          Executive Vice President 
                                                
   F. P. POPOFF*         Director and
   F. P. Popoff          Chairman of the 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/ JOHN SCRIVEN
      John Scriven
      Attorney-in-fact

Dated:  March 26, 1999
                                
                                
                          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,
             1998, incorporated herein by this
             reference.
             
23           Independent Auditors' Consent .           9
             
24           Power of Attorney.                      10-12