SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

GAMBRELL MICHAEL R

(Last)

(First)

(Middle)

2030 DOW CENTER

(Street)

MIDLAND

48674

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/19/2004

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,245.3485	D
Common Stock	30	I	by Spouse
Common Stock	5,785.876	I	by 401(k)
Common Stock	960.487	I	by 401(k) ESOP

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Deferred Stock⁽¹⁾	⁽²⁾	03/14/2006	Common Stock	10,000	$0	D
Deferred Stock - Performance Shares⁽¹⁾	⁽³⁾	04/16/2007	Common Stock	3,325	$0	D
Deferred Stock - Performance Shares⁽¹⁾	⁽⁴⁾	04/16/2008	Common Stock	3,325	$0	D
Employee Step Stock Option (right to buy)⁽¹⁾	⁽⁵⁾	08/16/2004	Common Stock	10,800	$31.1042	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	⁽⁶⁾	02/27/2008	Common Stock	27,000	$30.5208	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	⁽⁷⁾	02/16/2009	Common Stock	18,000	$31.1042	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	⁽⁸⁾	02/16/2010	Common Stock	39,000	$36.0208	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	⁽⁹⁾	03/02/2011	Common Stock	13,300	$33.94	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	⁽¹⁰⁾	02/15/2012	Common Stock	13,300	$30.425	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	⁽¹¹⁾	02/14/2013	Common Stock	21,000	$27.4	D

Explanation of Responses:

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

2. The shares to be delivered in one installment upon vesting on March 14, 2006.

3. The award vests, if at all, upon the Company's common stock reaching and maintaining a market price of $55 per share for a specified time period before December 31, 2005. Delivery of vested shares will be in two equal installments on April 16, 2006 and April 16, 2007.

4. The award vests, if at all, upon the Company's common stock reaching and maintaining a market price of $55 per share for a specified time period before December 31, 2006. Delivery of vested shares will be in two equal installments on April 16, 2007 and April 16, 2008.

5. The options vest, if at all, upon achieving the performance criteria of market price of Company stock of $50/share (adjusted for May 23, 2000 stock split) on or before February 16, 2004.

6. The options vest in three equal annual installments beginning on February 27, 1999.

7. The options vest in three equal annual installments beginning on February 16, 2000.

8. The options vest in three equal annual installments beginning on February 16, 2001.

9. The options vest in three equal annual installments beginning on March 2, 2002.

10. The options vest in three equal annual installments beginning on February 15, 2003.

11. The options vest in three equal annual installments beginning on February 14, 2004.

Remarks:

	Michael R. Gambrell, Senior Vice President	01/29/2004
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.