SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RUIZ FERNANDO

(Last)

(First)

(Middle)

2030 DOW CENTER

(Street)

MIDLAND

48674

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DOW CHEMICAL CO /DE/ [ DOW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President and Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	02/02/2004		M		12,000	A	$25.125	15,057	D
Common Stock⁽¹⁾	02/02/2004		M		15,000	A	$26.6458	30,057	D
Common Stock⁽¹⁾	02/02/2004		M		21,000	A	$30.5208	51,057	D
Common Stock⁽¹⁾	02/02/2004		M		24,000	A	$31.1042	75,057	D
Common Stock	02/02/2004		S		72,000	D	$41.7243	3,057	D
Common Stock	02/02/2004		S		1,901	D	$41.5	1,156	D
Common Stock	02/02/2004		S		1,156⁽²⁾	D	$41.9087	0	D
Common Stock								87.085	I	by 401(k) Plan
Common Stock								643.149	I	by 401(k) Plan ESOP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)⁽¹⁾	$25.125	02/02/2004		M			12,000	02/16/1997	02/16/2006	Common Stock	12,000	$0	0	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	$26.6458	02/02/2004		M			15,000	02/12/1998	02/12/2007	Common Stock	15,000	$0	0	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	$30.5208	02/02/2004		M			21,000	02/27/1999	02/27/2008	Common Stock	21,000	$0	0	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	$31.1042	02/02/2004		M			24,000	⁽³⁾	02/16/2009	Common Stock	24,000	$0	0	D

Explanation of Responses:

1. Granted under The Dow Chemical Company 1988 Award and Option Plan, a Rule 16b-3 plan. The plan provides for tax withholding rights.

2. Sale of shares acquired under The Dow Chemical Company Employees' Stock Purchase Plan, an annual employee discount stock purchase plan constituting non-qualified options to buy shares of common stock, a Rule 16b-3 plan.

3. The options vest in three equal annual installments beginning on Feburary 16, 2000.

Remarks:

	Fernando Ruiz, Vice President and Treasurer	02/03/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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