Edgar Filing: DOW CHEMICAL CO /DE/

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â FASONE HOLDER JULIE

2. Date of Event Requiring Statement (Month/Day/Year)
10/24/2005

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

(Last)

(First)

(Middle)

2030 DOW CENTER

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Corp Vice President

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

MIDLAND,Â MIÂ 48674

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 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	21,837	D	Â
Common Stock	8.321	I	by 401(k) Plan
Common Stock	615.38	I	by 401(k) Plan ESOP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Deferred Stock - Performance Shares ⁽¹⁾	Â ⁽²⁾	04/16/2007	Common Stock	2,500	$ 0	D	Â
Deferred Stock - Performance Shares ⁽¹⁾	Â ⁽³⁾	04/16/2008	Common Stock	3,125	$ 0	D	Â
Non-Qualified Stock Option (right to buy) ⁽¹⁾	Â ⁽⁴⁾	02/16/2009	Common Stock	10,000	$ 31.1042	D	Â
Non-Qualified Stock Option (right to buy) ⁽¹⁾	Â ⁽⁵⁾	02/16/2010	Common Stock	21,000	$ 36.0208	D	Â
Non-Qualified Stock Option (right to buy) ⁽¹⁾	Â ⁽⁶⁾	03/02/2011	Common Stock	10,000	$ 33.94	D	Â
Non-Qualified Stock Option (right to buy) ⁽¹⁾	Â ⁽⁷⁾	02/15/2012	Common Stock	12,500	$ 30.425	D	Â
Non-Qualified Stock Option (right to buy) ⁽¹⁾	Â ⁽⁸⁾	02/14/2013	Common Stock	20,500	$ 27.4	D	Â
Non-Qualified Stock Option (right to buy) ⁽¹⁾	Â ⁽⁹⁾	02/13/2014	Common Stock	15,000	$ 43.49	D	Â
Non-Qualified Stock Option (right to buy) ⁽¹⁾	Â ⁽¹⁰⁾	02/18/2015	Common Stock	16,670	$ 53.525	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FASONE HOLDER JULIE 2030 DOW CENTER MIDLAND,Â MIÂ 48674	Â	Â	Â Corp Vice President	Â

Signatures

Julie Fasone Holder, Corp Vice President		11/02/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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)	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.
(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, 2006. Delivery of vested shares will be in two equal installments on April 16, 2007 and April 16, 2008.
(4)	The options vest in three equal annual installments beginning on February 16, 2000.
(5)	The options vest in three equal annual installments beginning on February 16, 2001.
(6)	The options vest in three equal annual installments beginning on March 2, 2002.
(7)	The options vest in three equal annual installments beginning on February 15, 2003.
(8)	The options vest in three equal annual installments beginning on February 14, 2004.
(9)	The options vest in three equal annual installments beginning on February 13, 2005.
(10)	The options vest in three equal annual installments beginning on February 18, 2006.

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