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 1998 NON-EMPLOYEE DIRECTORS'
                      STOCK INCENTIVE 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 securities    Amount to   offering   aggregate     of
     to be           be       price     offering    registra
  registered    registered     per        price     tion fee
                             share(1)
Common Stock,                                          
  par value       200,000   $95.53125  $19,106,250  $5,636.34
    $2.50         shares                             
  of The Dow
   Chemical
   Company
(1) The price per unit and the aggregate offering price,
calculated pursuant to Rule 457(c) and provided herein for the
sole purpose of determining the registration fee, are based on
the average of the high and low price of the Common Stock of The
Dow Chemical Company on the New York Stock Exchange on March 30,
1998.
                             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
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.); and

   (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 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 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, 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 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 March 27, 1998.

                               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        February 12,
                       President                1998
A. A. Allemang                               
          
J. K. BARTON*          Director                 February 12,
                                                1998
J. K. Barton                                
          
D. T. BUZZELLI*        Director                 February 12,
                                                1998
D. T. Buzzelli                               
                                                
A. J. CARBONE*         Director and Executive   February 12,
                                                1998
A. J. Carbone          Vice President           
          
F. P. CORSON*          Director and Vice        February 12,
                       President                1998
F. P. Corson                                
          
J. C. DANFORTH*        Director                 February 12,
                                                1998
J. C. Danforth                               
          
W. D. DAVIS*           Director                 February 12,
                                                1998
W. D. Davis                                
                                                
M. L. DOW*             Director                 February 12,
                                                1998
M. L. Dow                                 
          
                                                
          
          
J. L. DOWNEY*          Director                 February 12,
                                                1998
J. L. Downey                                
                                                
E. C. FALLA*           Director and             February 12,
                                                1998
E. C. Falla            Senior Consultant        
                                                
B. H. FRANKLIN*        Director                 February 12,
                                                1998
B. H. Franklin                               
          
A. D. GILMOUR*         Director                 February 12,
                                                1998
A. D. Gilmour                               
          
G. M. LYNCH*           Vice President and       February 12,
                       Controller               1998
G. M. Lynch                                
          
M. D. PARKER*          Director and Executive   February 12,
                                                1998
M. D. Parker           Vice President           
                                                
F. P. POPOFF*          Director and Chairman    February 12,
                       of the                   1998
F. P. Popoff           Board                    
                                                
J. P. REINHARD*        Director, Executive Vice February 12,
                                                1998
J. P. Reinhard         President and            
                       Chief Financial Officer
                       
H. T. SHAPIRO*         Director                 February 12,
                                                1998
H. T. Shapiro                               
                                                
W. S. STAVROPOULOS*    Director, President and  February 12,
                                                1998
W. S. Stavropoulos     Chief Executive Officer  
                                                
P. G. STERN*           Director                 February 12,
                                                1998
P. G. Stern                                

*By:  /s/J. PEDRO REINHARD
   J. Pedro Reinhard
   Executive Vice President and
   Chief Financial Officer

Dated:  March 27, 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'             9
                    Consent.
                    
        24          Power of Attorney.              10-11
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16037}]
{"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": "333-49183", "film-number": "98586063"}, "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 1998 NON-EMPLOYEE DIRECTORS'
                      STOCK INCENTIVE 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 securities    Amount to   offering   aggregate     of
     to be           be       price     offering    registra
  registered    registered     per        price     tion fee
                             share(1)
Common Stock,                                          
  par value       200,000   $95.53125  $19,106,250  $5,636.34
    $2.50         shares                             
  of The Dow
   Chemical
   Company
(1) The price per unit and the aggregate offering price,
calculated pursuant to Rule 457(c) and provided herein for the
sole purpose of determining the registration fee, are based on
the average of the high and low price of the Common Stock of The
Dow Chemical Company on the New York Stock Exchange on March 30,
1998.
                             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
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.); and

   (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 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 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, 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 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 March 27, 1998.

                               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        February 12,
                       President                1998
A. A. Allemang                               
          
J. K. BARTON*          Director                 February 12,
                                                1998
J. K. Barton                                
          
D. T. BUZZELLI*        Director                 February 12,
                                                1998
D. T. Buzzelli                               
                                                
A. J. CARBONE*         Director and Executive   February 12,
                                                1998
A. J. Carbone          Vice President           
          
F. P. CORSON*          Director and Vice        February 12,
                       President                1998
F. P. Corson                                
          
J. C. DANFORTH*        Director                 February 12,
                                                1998
J. C. Danforth                               
          
W. D. DAVIS*           Director                 February 12,
                                                1998
W. D. Davis                                
                                                
M. L. DOW*             Director                 February 12,
                                                1998
M. L. Dow                                 
          
                                                
          
          
J. L. DOWNEY*          Director                 February 12,
                                                1998
J. L. Downey                                
                                                
E. C. FALLA*           Director and             February 12,
                                                1998
E. C. Falla            Senior Consultant        
                                                
B. H. FRANKLIN*        Director                 February 12,
                                                1998
B. H. Franklin                               
          
A. D. GILMOUR*         Director                 February 12,
                                                1998
A. D. Gilmour                               
          
G. M. LYNCH*           Vice President and       February 12,
                       Controller               1998
G. M. Lynch                                
          
M. D. PARKER*          Director and Executive   February 12,
                                                1998
M. D. Parker           Vice President           
                                                
F. P. POPOFF*          Director and Chairman    February 12,
                       of the                   1998
F. P. Popoff           Board                    
                                                
J. P. REINHARD*        Director, Executive Vice February 12,
                                                1998
J. P. Reinhard         President and            
                       Chief Financial Officer
                       
H. T. SHAPIRO*         Director                 February 12,
                                                1998
H. T. Shapiro                               
                                                
W. S. STAVROPOULOS*    Director, President and  February 12,
                                                1998
W. S. Stavropoulos     Chief Executive Officer  
                                                
P. G. STERN*           Director                 February 12,
                                                1998
P. G. Stern                                

*By:  /s/J. PEDRO REINHARD
   J. Pedro Reinhard
   Executive Vice President and
   Chief Financial Officer

Dated:  March 27, 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'             9
                    Consent.
                    
        24          Power of Attorney.              10-11