SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                      ____________________
                            Form S-8
                     REGISTRATION STATEMENT
                              under
                   THE SECURITIES ACT OF 1933
                      ____________________

                    THE DOW CHEMICAL COMPANY
                    (a Delaware corporation)
              Executive Offices -- 2030 Dow Center
                     Midland, Michigan 48674
(Name, state of incorporation and address of principal executive
                        office of issuer)

          I.R.S. Employer Identification No. 38-1285128
                      ____________________

                    THE DOW CHEMICAL COMPANY
                     ELECTIVE DEFERRAL PLAN
                    (Full title of the plan)
                      ____________________

                          JOHN SCRIVEN
          Vice President, General Counsel and Secretary
                    THE DOW CHEMICAL COMPANY
                         2030 Dow Center
                     Midland, Michigan 48674

             (Name and address of agent for service)

                   Telephone:  (517) 636-1000
                      ____________________

                 CALCULATION OF REGISTRATION FEE


     Title                     Proposed     Proposed
 of securities    Amount to    maximum       maximum           Amount of
     to be            be       offering     aggregate         registration
  registered      registered   price        offering              fee
                                 per         price
                                share
 Deferred      $100,000,000.00   N/A      $100,000,000.00     $27,800.00
 Compensation
 and Matching
 Contributions
 by The Dow
 Chemical
 Company

                             PART II

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

  The  following documents heretofore filed by The  Dow  Chemical
Company ("Dow") with the Securities and Exchange Commission  (the
"Commission") are incorporated herein by this reference:

  (a)Dow's  Annual  Report  on  Form  10-K  for  the  year  ended
December  31,  1998  (The consolidated financial  statements  and
financial statement schedule included in such Annual Report  have
been  audited by Deloitte & Touche LLP, independent auditors,  as
stated  in  their  report appearing therein,  and  have  been  so
incorporated in this Registration Statement in reliance upon such
report  given  upon  the authority of said  firm  as  experts  in
accounting and auditing.);

  (b)Dow's  Quarterly  Reports on Forms  10-Q  for  the  quarters
ended March 31, 1999, June 30, 1999, and September 30, 1999,  and
Dow's  Current  Reports on Form 8-K filed with the Commission  on
August 4, 1999, October 22, 1999 and November 15, 1999.

  All   documents   subsequently  filed  by   Dow   pursuant   to
Sections  13(a), 13(c), 14 and 15 of the Securities Exchange  Act
of  1934, prior to the filing of a post-effective amendment which
indicates  that all the securities offered hereby have been  sold
or  which deregisters all such securities then remaining  unsold,
shall be deemed to be incorporated by reference herein and to  be
a part hereof from the date of filing of such documents.

Item 4.  DESCRIPTION OF SECURITIES

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

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

     (b)    Deferrals   are   eligible   for   partial   matching
contributions by Dow.

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

    (d)   Each  Participant is an unsecured general  creditor  of
Dow  with respect to his or her own Plan benefits.  Benefits  are
payable solely from Dow's general assets, and are subject to  the
risk   of  corporate  insolvency.   Each  Participant's  deferred
compensation will be mingled with the general funds  of  Dow  and
may  therefore be subject to a lien or security interest of other
creditors.

     (e)    The  total  amount  of  securities  being  registered
pursuant to this registration statement is $100,000,000.

     (f)   Dow  reserves  the  right to  amend  or  partially  or
completely  terminate the Plan, provided that such  amendment  or
termination  does not result in any reduction of a  Participant's
account balance, including previous earnings or losses, as of the
date of such amendment or termination.

     (g)   Dow  has appointed the Retirement Board to  assist  in
administering the Plan.  The Retirement Board has  the  right  to
interpret  the  Plan and determine all other matters  that  might
arise  under the terms and conditions of the Plan.  Its decisions
are final and binding on all Participants.

Item 6.  INDEMNIFICATION OF OFFICERS

     Under   Article   VI   of   the  Restated   Certificate   of
Incorporation,  as  amended,  Dow may  indemnify  its  Directors,
officers, employees and agents to such extent as is permitted  by
the  laws  of the State of Delaware and as Dow's Bylaws may  from
time to time provide.  Section 145 of the General Corporation Law
of  the  State of Delaware empowers Dow to indemnify, subject  to
the  standards and limitations therein prescribed, any person  in
connection  with  any  action,  suit  or  proceeding  brought  or
threatened  by reason of the fact that such person is  or  was  a
Director, officer, employee or agent of Dow or is or was  serving
as  such  with respect to another corporation or other enterprise
at  the  request of Dow.  Under Section VI of the Bylaws of  Dow,
Dow   is  required  to  indemnify  its  Directors,  officers  and
employees  to the full extent permitted by Delaware law  whenever
such a person is a defendant in any legal proceeding.  Section VI
also   gives  the  Company  discretion  to  indemnify  Directors,
officers,  employees  and agents in other  legal  proceedings  to
which  they are made a party.  Any indemnification of a Director,
officer  or 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 undersigned registrant pursuant to
the  foregoing provisions, or otherwise, the registrant has  been
advised  that  in  the  opinion of the  Securities  and  Exchange
Commission  such  indemnification is  against  public  policy  as
expressed  in the Act and is, therefore, unenforceable.   In  the
event  that  a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid  by  a  Director,  officer  or  controlling  person  of  the
registrant  in  the  successful defense of any  action,  suit  or
proceeding)  is asserted by such Director, officer or controlling
person  in  connection with the securities being registered,  the
undersigned registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court  of  appropriate  jurisdiction the  question  whether  such
indemnification  by it is against public policy as  expressed  in
the  Act  and will be governed by the final adjudication of  such
issue.

                           SIGNATURES

  The   Registrant.    Pursuant  to  the  requirements   of   the
Securities  Act  of 1933, the registrant certifies  that  it  has
reasonable  grounds  to  believe  that  it  meets  all   of   the
requirements  for  filing on Form S-8 and has  duly  caused  this
registration  statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the City  of  Midland,
and the State of Michigan on November 15, 1999.

                              THE DOW CHEMICAL COMPANY
                                        (Registrant)
                              By:  /S/ J. PEDRO REINHARD
                              J. Pedro Reinhard
                              Executive Vice President and
                              Chief Financial Officer

  Pursuant  to  the requirements of the Securities Act  of  1933,
this  registration  statement has been signed  by  the  following
persons in the capacities and on the dates indicated.


   A. A. ALLEMANG*      Director and Vice
   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

   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 Executive
   M. D. Parker        Vice President

   F. P. POPOFF*       Director and Chairman
   F. P. Popoff        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/ J. PEDRO REINHARD
   J. Pedro Reinhard, attorney-in-fact

Dated:  November 15, 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'             9
                    Consent.

        24          Power of Attorney.              10-11
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15091}]
{"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": "333-91027", "film-number": "99758581"}, "business-address": {"street1": "2030 DOW CENTER", "city": "MIDLAND", "state": "MI", "zip": "48674-2030", "phone": "5176361000"}, "mail-address": {"street1": "2030 DOW CENTER", "city": "MIDLAND", "state": "MI", "zip": "48674-2030"}}
SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                      ____________________
                            Form S-8
                     REGISTRATION STATEMENT
                              under
                   THE SECURITIES ACT OF 1933
                      ____________________

                    THE DOW CHEMICAL COMPANY
                    (a Delaware corporation)
              Executive Offices -- 2030 Dow Center
                     Midland, Michigan 48674
(Name, state of incorporation and address of principal executive
                        office of issuer)

          I.R.S. Employer Identification No. 38-1285128
                      ____________________

                    THE DOW CHEMICAL COMPANY
                     ELECTIVE DEFERRAL PLAN
                    (Full title of the plan)
                      ____________________

                          JOHN SCRIVEN
          Vice President, General Counsel and Secretary
                    THE DOW CHEMICAL COMPANY
                         2030 Dow Center
                     Midland, Michigan 48674

             (Name and address of agent for service)

                   Telephone:  (517) 636-1000
                      ____________________

                 CALCULATION OF REGISTRATION FEE

     Title                     Proposed     Proposed
 of securities    Amount to    maximum       maximum           Amount of
     to be            be       offering     aggregate         registration
  registered      registered   price        offering              fee
                                 per         price
                                share
 Deferred      $100,000,000.00   N/A      $100,000,000.00     $27,800.00
 Compensation
 and Matching
 Contributions
 by The Dow
 Chemical
 Company

                             PART II

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

  The  following documents heretofore filed by The  Dow  Chemical
Company ("Dow") with the Securities and Exchange Commission  (the
"Commission") are incorporated herein by this reference:

  (a)Dow's  Annual  Report  on  Form  10-K  for  the  year  ended
December  31,  1998  (The consolidated financial  statements  and
financial statement schedule included in such Annual Report  have
been  audited by Deloitte & Touche LLP, independent auditors,  as
stated  in  their  report appearing therein,  and  have  been  so
incorporated in this Registration Statement in reliance upon such
report  given  upon  the authority of said  firm  as  experts  in
accounting and auditing.);

  (b)Dow's  Quarterly  Reports on Forms  10-Q  for  the  quarters
ended March 31, 1999, June 30, 1999, and September 30, 1999,  and
Dow's  Current  Reports on Form 8-K filed with the Commission  on
August 4, 1999, October 22, 1999 and November 15, 1999.

  All   documents   subsequently  filed  by   Dow   pursuant   to
Sections  13(a), 13(c), 14 and 15 of the Securities Exchange  Act
of  1934, prior to the filing of a post-effective amendment which
indicates  that all the securities offered hereby have been  sold
or  which deregisters all such securities then remaining  unsold,
shall be deemed to be incorporated by reference herein and to  be
a part hereof from the date of filing of such documents.

Item 4.  DESCRIPTION OF SECURITIES

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

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

     (b)    Deferrals   are   eligible   for   partial   matching
contributions by Dow.

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

    (d)   Each  Participant is an unsecured general  creditor  of
Dow  with respect to his or her own Plan benefits.  Benefits  are
payable solely from Dow's general assets, and are subject to  the
risk   of  corporate  insolvency.   Each  Participant's  deferred
compensation will be mingled with the general funds  of  Dow  and
may  therefore be subject to a lien or security interest of other
creditors.

     (e)    The  total  amount  of  securities  being  registered
pursuant to this registration statement is $100,000,000.

     (f)   Dow  reserves  the  right to  amend  or  partially  or
completely  terminate the Plan, provided that such  amendment  or
termination  does not result in any reduction of a  Participant's
account balance, including previous earnings or losses, as of the
date of such amendment or termination.

     (g)   Dow  has appointed the Retirement Board to  assist  in
administering the Plan.  The Retirement Board has  the  right  to
interpret  the  Plan and determine all other matters  that  might
arise  under the terms and conditions of the Plan.  Its decisions
are final and binding on all Participants.

Item 6.  INDEMNIFICATION OF OFFICERS

     Under   Article   VI   of   the  Restated   Certificate   of
Incorporation,  as  amended,  Dow may  indemnify  its  Directors,
officers, employees and agents to such extent as is permitted  by
the  laws  of the State of Delaware and as Dow's Bylaws may  from
time to time provide.  Section 145 of the General Corporation Law
of  the  State of Delaware empowers Dow to indemnify, subject  to
the  standards and limitations therein prescribed, any person  in
connection  with  any  action,  suit  or  proceeding  brought  or
threatened  by reason of the fact that such person is  or  was  a
Director, officer, employee or agent of Dow or is or was  serving
as  such  with respect to another corporation or other enterprise
at  the  request of Dow.  Under Section VI of the Bylaws of  Dow,
Dow   is  required  to  indemnify  its  Directors,  officers  and
employees  to the full extent permitted by Delaware law  whenever
such a person is a defendant in any legal proceeding.  Section VI
also   gives  the  Company  discretion  to  indemnify  Directors,
officers,  employees  and agents in other  legal  proceedings  to
which  they are made a party.  Any indemnification of a Director,
officer  or 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 undersigned registrant pursuant to
the  foregoing provisions, or otherwise, the registrant has  been
advised  that  in  the  opinion of the  Securities  and  Exchange
Commission  such  indemnification is  against  public  policy  as
expressed  in the Act and is, therefore, unenforceable.   In  the
event  that  a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid  by  a  Director,  officer  or  controlling  person  of  the
registrant  in  the  successful defense of any  action,  suit  or
proceeding)  is asserted by such Director, officer or controlling
person  in  connection with the securities being registered,  the
undersigned registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court  of  appropriate  jurisdiction the  question  whether  such
indemnification  by it is against public policy as  expressed  in
the  Act  and will be governed by the final adjudication of  such
issue.

                           SIGNATURES

  The   Registrant.    Pursuant  to  the  requirements   of   the
Securities  Act  of 1933, the registrant certifies  that  it  has
reasonable  grounds  to  believe  that  it  meets  all   of   the
requirements  for  filing on Form S-8 and has  duly  caused  this
registration  statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the City  of  Midland,
and the State of Michigan on November 15, 1999.

                              THE DOW CHEMICAL COMPANY
                                        (Registrant)
                              By:  /S/ J. PEDRO REINHARD
                              J. Pedro Reinhard
                              Executive Vice President and
                              Chief Financial Officer

  Pursuant  to  the requirements of the Securities Act  of  1933,
this  registration  statement has been signed  by  the  following
persons in the capacities and on the dates indicated.

   A. A. ALLEMANG*      Director and Vice
   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

   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 Executive
   M. D. Parker        Vice President

   F. P. POPOFF*       Director and Chairman
   F. P. Popoff        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/ J. PEDRO REINHARD
   J. Pedro Reinhard, attorney-in-fact

Dated:  November 15, 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'             9
                    Consent.

        24          Power of Attorney.              10-11