SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            FORM 8-K
                         CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934


Date of Report (Date of earliest event reported):  July 21, 2000


                    THE DOW CHEMICAL COMPANY
     (Exact name of registrant as specified in its charter)


     Delaware             1-3433            38-1285128
 (State or other     (Commission File     (IRS Employer
 jurisdiction of         Number)          Identification
  incorporation)                               No.)


2030 Dow Center, Midland, Michigan         48674
(Address of principal executive offices)   (Zip Code)

Registrant's telephone number, including area code:  (517) 636-1000

                         Not applicable
 (Former name or former address, if changed since last report.)


Item 5.  Other Events

          With reference to the Agreement and Plan of Merger,
     dated as of August 3, 1999, among The Dow Chemical Company,
     a Delaware corporation ("Dow Chemical); Union Carbide
     Corporation, a New York corporation ("Union Carbide"); and
     Transition Sub Inc., a Delaware corporation, Dow Chemical
     and Union Carbide have entered into a letter agreement filed
     herewith as Exhibit 99, which letter agreement was sent by
     Union Carbide to Dow Chemical on July 17, 2000, and executed
     by Dow Chemical on July 21, 2000.


Item 7.  Financial Statements and Exhibits

     (c)  Exhibits.

          99.  Letter Agreement, with reference to the Agreement
     and Plan of Merger, dated as of August 3, 1999, among The
     Dow Chemical Company, a Delaware corporation; Union Carbide
     Corporation, a New York corporation; and Transition Sub
     Inc., a Delaware corporation.







EXHIBIT 99

July 17, 2000



VIA FAX AND OVERNIGHT MAIL
The Dow Chemical Company
2030 Dow Center
Midland, MI  48674

Attention:  Chief Executive Officer

Dear Sirs:

     Reference is made to the Agreement and Plan of Merger, dated
as of August 3, 1999 (the "Agreement"), among Union Carbide
Corporation, a New York corporation, The Dow Chemical Company, a
Delaware corporation, and Transition Sub Inc., a Delaware
corporation.

     Each of the parties hereto agrees that it will not exercise
any right it may have to terminate the Agreement under Section
8.2(i) of the Agreement prior to September 30, 2000.
Notwithstanding anything to the contrary in the foregoing, this
letter agreement shall not in any way limit, restrict or affect
any of the other rights of the parties (relating to termination
of the Agreement or otherwise) under the Agreement.

     If the foregoing is acceptable to you, please execute a copy
of this letter agreement in the space below, whereupon this
instrument will constitute a binding agreement among us.

                         Very truly yours,

                         UNION CARBIDE CORPORATION
                         By:  /s/ BRUCE D. FITZGERALD
                              Bruce D. Fitzgerald
                              Vice President, General Counsel
                              and Secretary

ACCEPTED AND AGREED as
of July 21, 2000:

THE DOW CHEMICAL COMPANY

By:  /s/ J. P. REINHARD
Name: J. P. Reinhard
Title:  Executive Vice President
        and Chief Financial Officer





                           SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.

                    THE DOW CHEMICAL COMPANY
                           Registrant




                                   /s/ FRANK H. BROD
                                   Frank H. Brod
                                   Vice President and Controller
                                   Date: July 21, 2000