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
                     ____________________
                               
        1998-99 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    Amount of    
    of securities      Amount to   offering    aggregate   registration
   to be registered       be         price      offering     fee
                       registered  per unit      price     
                                                          
                                                             
  Common Stock, par                                            
value $2.50 per share,   2,000      $82.50    $165,000.00   $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, 1997 (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) Dow's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998; and

   (c) 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, 1997, 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 May 15, 1998.


                              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
   A. A. Allemang      Vice 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           
                                                
   F. P. CORSON*       Director and
   F. P. Corson        Vice President           
          
   J. C. DANFORTH*     Director                 
   J. C. Danforth                               
          
   W. D. DAVIS*        Director                 
   W. D. Davis                                
                       
   M. L. DOW*          Director
   M. L. Dow                                 
                                                
   J. L. DOWNEY*       Director
   J. L. Downey                                
                                                
   E. C. FALLA*        Director
   E. C. Falla                                
                       
   B. H. FRANKLIN*     Director
   B. H. Franklin                               
          
   A. D. GILMOUR*      Director                 
   A. D. Gilmour                               
                                                
   G. M. LYNCH*        Vice President and
   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:  May 15, 1998
                               
                         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,
             1997, incorporated herein by this
             reference.
             
23           Independent Auditors' Consent.            9
             
24           Power of Attorney.                      10-12
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13720}]
{"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": "333-52993", "film-number": "98627687"}, "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
                     ____________________
                               
        1998-99 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    Amount of    
    of securities      Amount to   offering    aggregate   registration
   to be registered       be         price      offering     fee
                       registered  per unit      price     
                                                          
                                                             
  Common Stock, par                                            
value $2.50 per share,   2,000      $82.50    $165,000.00   $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, 1997 (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) Dow's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998; and

   (c) 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, 1997, 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 May 15, 1998.

                              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
   A. A. Allemang      Vice 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           
                                                
   F. P. CORSON*       Director and
   F. P. Corson        Vice President           
          
   J. C. DANFORTH*     Director                 
   J. C. Danforth                               
          
   W. D. DAVIS*        Director                 
   W. D. Davis                                
                       
   M. L. DOW*          Director
   M. L. Dow                                 
                                                
   J. L. DOWNEY*       Director
   J. L. Downey                                
                                                
   E. C. FALLA*        Director
   E. C. Falla                                
                       
   B. H. FRANKLIN*     Director
   B. H. Franklin                               
          
   A. D. GILMOUR*      Director                 
   A. D. Gilmour                               
                                                
   G. M. LYNCH*        Vice President and
   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:  May 15, 1998
                               
                         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,
             1997, incorporated herein by this
             reference.
             
23           Independent Auditors' Consent.            9
             
24           Power of Attorney.                      10-12