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^*

KEPLER DAVID E

(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)
	Corporate Vice President & CIO

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		1,000	A	$0	1,000	D
Common Stock	02/02/2004		F⁽²⁾		367	D	$41.77	633	D
Common Stock⁽¹⁾	02/02/2004		M		15,000	A	$25.125	15,633	D
Common Stock	02/02/2004		F		9,038	D	$41.7	6,595	D
Common Stock	02/02/2004		F⁽²⁾		1,883	D	$41.7	4,712	D
Common Stock	02/02/2004		J⁽³⁾		4,079	D	$0	633	D
Common Stock	02/02/2004		I		3,598.848	D	$41.68	1,134.806	I	by 401(k) Plan
Common Stock								825.679	I	by 401(k) Plan ESOP
Common Stock	02/02/2004		J⁽³⁾		4,079	A	$0	13,856.652	I	by Trust⁽⁴⁾

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)
Deferred Stock⁽¹⁾	$0	02/02/2004		M			1,000	01/31/2004	⁽⁵⁾	Common Stock	1,000	$0	0	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	$25.125	02/02/2004		M			15,000	02/16/1997	02/16/2006	Common Stock	15,000	$0	0	D
Phantom Stock Units	⁽⁷⁾	02/02/2004		I⁽⁸⁾			1,639.528	⁽⁶⁾	⁽⁶⁾	Common Stock	1,639.528	⁽⁷⁾	1,573.155	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. Shares withheld pursuant to tax withholding rights under award and option plans in a transaction exempt under Rule 16b-3.

3. Change in form of ownership.

4. Patricia Anne Kepler Revocable Trust U/A 12/01/95, Patricia A. Kepler Trustee. Patricia Kepler is the spouse of the reporting person.

5. These shares vested on Saturday, January 31, 2004. Under the terms of the plan under which these shares were granted, the vesting date became Monday, February 2, 2004, the succeeding business day.

6. The phantom stock units were accrued under the Elective Deferral Plan of The Dow Chemical Company, a Rule 16b-3 exempt plan. To be settled entirely in cash in 15 annual installments beginning in January following retirement.

7. One-for-one.

8. Intra-plan transfer of funds from phantom stock into another investment vehicle in an exempt discretionary transaction.

Remarks:

	David E. Kepler II, Corporate Vice President & CIO	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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