Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
ALLEMANG ARNOLD A
   2. Issuer Name and Ticker or Trading Symbol
DOW CHEMICAL CO /DE/ [DOW] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
2030 DOW CENTER		 3. Date of Earliest Transaction (Month/Day/Year)
02/14/2005
(Street)

MIDLAND, MI 48674		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock (1) 02/14/2005   M   67,500 A $ 31.1042 70,770 D  
Common Stock 02/14/2005   F   40,767 D $ 51.5 30,003 D  
Common Stock 02/14/2005   F(2)   8,114 D $ 51.5 21,889 D  
Common Stock 02/14/2005   S   18,619 D $ 52.29 3,270 D  
Common Stock (1) 02/14/2005   M   37,500 A $ 27.4 40,770 D  
Common Stock 02/14/2005   F   19,951 D $ 51.5 20,819 D  
Common Stock 02/14/2005   F(2)   5,326 D $ 51.5 15,493 D  
Common Stock 02/14/2005   J(3)   12,223 D $ 0 3,270 D  
Common Stock (1) 02/15/2005   M   21,100 A $ 30.425 24,370 D  
Common Stock 02/15/2005   F   12,391 D $ 51.805 11,979 D  
Common Stock 02/15/2005   F(2)   2,643 D $ 51.805 9,336 D  
Common Stock 02/15/2005   S   5,800 D $ 53.43 3,536 D  
Common Stock 02/15/2005   S   266 D $ 53.44 3,270 D  
Common Stock               3,074.025 I by 401(k) Plan
Common Stock               1,339.911 I by 401(k) Plan ESOP
Common Stock               1,872 I by IRA
Common Stock               78,127 I by Trust 1
Common Stock 02/14/2005   J(3)   12,223 A $ 0 82,394 I by Trust 2 (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) (1) $ 27.4 02/14/2005   M     37,500   (5) 02/14/2013 Common Stock 37,500 $ 0 37,500 D  
Non-Qualified Stock Option (right to buy) (1) $ 30.425 02/15/2005   M     21,100   (6) 02/15/2012 Common Stock 21,100 $ 0 0 D  
Non-Qualified Stock Option (right to buy) (1) $ 31.1042 02/14/2005   M     67,500   (7) 02/16/2009 Common Stock 67,500 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ALLEMANG ARNOLD A
2030 DOW CENTER
MIDLAND, MI 48674		   X      

Signatures

 Tina S. Van Dam for Arnold A. Allemang   02/16/2005
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Granted under The Dow Chemical Company 1988 Award and Option Plan, a Rule 16b-3 plan. The plan pursuant to which the reported grant was made provides for tax withholding rights.
(2) Shares withheld pursuant to tax withholding rights under award and option plan in a transaction exempt under Rule 16b-3.
(3) Change in form of ownership.
(4) Teresa Sue Spangler Allemang and Arnold Avery Allemang, as Trustee of the Teresa Sue Spangler Allemang Revocable Trust U/A 07/28/94.
(5) The options vest in three equal annual installments beginning on February 14, 2004.
(6) The options vest in three equal annual installments beginning on February 15, 2003.
(7) The options vest in three equal annual installments beginning on February 16, 2000.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.