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

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1. Name and Address of Reporting Person^*

KALIL CHARLES J

(Last)

(First)

(Middle)

2030 DOW CENTER

(Street)

MIDLAND

48674

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/03/2004

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)
	Corp VP & General Counsel

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	1,992.653	D
Common Stock	6.065	I	by 401(k) Plan
Common Stock	247.959	I	by 401(k) Plan 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⁾	⁽²⁾	Common Stock	108	$0	D
Deferred Stock⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock	55	$0	D
Deferred Stock⁽¹⁾	⁽³⁾	03/14/2006	Common Stock	6,000	$0	D
Deferred Stock⁽¹⁾	⁽⁴⁾	02/13/2009	Common Stock	2,670	$0	D
Deferred Stock - Performance Award⁽¹⁾	⁽⁵⁾	04/16/2007	Common Stock	1,250	$0	D
Deferred Stock - Performance Award⁽¹⁾	⁽⁶⁾	04/16/2008	Common Stock	1,425	$0	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	⁽⁷⁾	02/16/2009	Common Stock	13,800	$31.1042	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	⁽⁸⁾	02/16/2010	Common Stock	15,000	$36.0208	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	⁽⁹⁾	03/02/2011	Common Stock	5,000	$33.94	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	⁽¹⁰⁾	02/15/2012	Common Stock	5,700	$30.425	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	⁽¹¹⁾	02/14/2013	Common Stock	10,000	$27.4	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	⁽¹²⁾	02/13/2014	Common Stock	8,000	$43.49	D
Phantom Stock Units	⁽¹³⁾	⁽¹³⁾	Common Stock	1,137.524	$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. To be delivered in five annual installments beginning on January 31 following retirement.

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

4. The shares to be delivered in one installment upon vesting on February 13, 2009.

5. 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.

6. 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.

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.

12. The options vest in three equal annual installments beginning on February 13, 2005.

13. The phantom stock units were accrued under the Elective Deferral Plan of The Dow Chemical Company, a Rule exempt plan, and are to be settled entirely in cash in 10 installments beginning in January following retirement.

Remarks:

	/s/Charles J. Kalil, Corp VP & General Counsel	11/12/2004
	** 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).
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