Edgar Filing: DOW CHEMICAL CO /DE/

NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 10, 2001

March 21, 2001

Dear Dow Stockholder:

We are pleased to invite you to the Annual Meeting of Stockholders
of The Dow Chemical Company to be held on Thursday, May 10, 2001,
at 2 p.m. at the Midland Center for the Arts, 1801 West St.
Andrews, Midland, Michigan.

Stockholders will vote upon the following matters either by proxy
or in person:

1. Election of five Directors: Arnold A. Allemang, John C.
Danforth, Allan D. Gilmour, James M. Ringler and William S.
Stavropoulos.

2. Ratification of the appointment of Deloitte & Touche LLP as
Dow's independent auditors for 2001.

3. Transaction of any other business as may properly come before
the Meeting.

Your vote is important. Whether or not you plan on attending the
Meeting, we hope you will vote your shares as soon as possible.
You may vote your shares by telephone, on the Internet, or by
mailing a completed form. Your voting form includes instructions
on each of these voting methods.

Your Board of Directors has set the close of business on March 12,
2001, as the record date for determining stockholders who are
entitled to receive notice of the Annual Meeting and any
adjournment, and entitled to vote. A list of stockholders
entitled to vote shall be open to any stockholder for any purpose
relevant to the Meeting for ten days before the Meeting, from 8:30
a.m. to 5 p.m., at the Office of the Corporate Secretary, 2030 Dow
Center, Midland, Michigan.

Since seating is limited, the Board has established the rule that
only stockholders may attend or up to three people holding proxies
for any one stockholder or account (in addition to those named as
Board proxies on the printed proxy forms). Proxy holders are
asked to present their credentials in the lobby before the Annual
Meeting begins.

You will need a validated ticket of admission or proof of stock
ownership to be admitted to the Meeting. Stockholders will
receive a ticket as part of their proxy material. Stockholders of
record and participants in the Dividend Reinvestment Program, The
Dow Chemical Company Employees' Savings Plan, The Dow Chemical
Company Stock Ownership Plan, the Dow AgroSciences Employee
Savings Plan, The Savings and Investment Program for Employees of
Union Carbide Corporation and Participating Subsidiary Companies,
the Union Carbide Corporation Stock Ownership Plan and/or the DH
Compounding Savings and Retirement Plan need only check the box on
the voting form to validate their preprinted ticket and indicate
that they will attend. Questions may be directed to 877-227-3294
(a toll-free number in the U.S. and Canada) or 517-636-1792.

Other stockholders holding stock in nominee name or beneficially
(in "street name") will receive a ticket with their proxy material
and need take no further action. Street name holders without
tickets will need proof of ownership for admission to the Annual
Meeting, such as a recent brokerage statement or letter from the
bank or broker.

Thank you for your continued support and interest in The Dow
Chemical Company.

/s/Tina S. Van Dam
Assistant Secretary of the Company

Enclosures

2001 ANNUAL MEETING OF STOCKHOLDERS
THE DOW CHEMICAL COMPANY

NOTICE OF THE ANNUAL MEETING AND PROXY STATEMENT

NOTICE OF THE ANNUAL MEETING 1

VOTING PROCEDURES
Voting Your Shares by Proxy 4
Dividend Reinvestment Program Shares and 4
Employees' Savings Plan Shares
Dow Shares Outstanding 4
Proxies on Behalf of the Dow Board 4

THE BOARD OF DIRECTORS
The Board of Directors and Board Committees 5
AGENDA ITEM 1: CANDIDATES FOR ELECTION AS DIRECTOR 6
Continuing Directors 8

AGENDA ITEM 2: RATIFICATION OF THE APPOINTMENT OF THE 11
INDEPENDENT AUDITORS
Fees Paid to the Independent Auditors 11

AUDIT COMMITTEE REPORT AND CHARTER 12

COMPENSATION COMMITTEE REPORT 14

FINANCIAL INFORMATION
Compensation Tables 16
Compensation of Directors 19
Stock Ownership of Management and Certain Other Persons 20
Stockholder Return 21

OTHER INFORMATION
Future Stockholder Proposals 22
Nominations for Director 22
Notification of Future Annual Meeting Business 22
Additional Information Available 22
Other Matters 22

This Proxy Statement is issued in connection with the 2001 Annual
Meeting of Stockholders of The Dow Chemical Company to be held on
May 10, 2001.

VOTING PROCEDURES

In the following pages of this Proxy Statement, you will find
information on your Board of Directors, the candidates for
election to the Board and the current Directors, and one
resolution to be voted upon at the Annual Meeting of Stockholders
or any adjournment of that Meeting. The background information in
this Proxy Statement has been supplied to you at the request of
the Board of Directors to help you decide how to vote.

VOTING YOUR SHARES BY PROXY

You are encouraged to use the proxy form to cast your vote. As
explained on the form, you may vote by telephone, on the Internet,
or by mail. YOUR SHARES WILL BE VOTED IF THE PROXY FORM IS
PROPERLY EXECUTED AND RECEIVED PRIOR TO MAY 10, 2001, THE DATE OF
THE ANNUAL MEETING. IF NO SPECIFIC CHOICES ARE MADE BY YOU, AS
EXPLAINED ON YOUR PROXY FORM, THE SHARES REPRESENTED BY YOUR
EXECUTED PROXY FORM WILL BE VOTED AS RECOMMENDED BY THE BOARD OF
DIRECTORS.

You may revoke your proxy at any time before its use at the
Meeting by sending a written revocation, by submitting another
proxy at a later date, or by attending the Meeting and voting in
person. No matter which voting method you choose, however, you
need not vote any single account more than once unless you wish to
change your vote.

The Company has a policy of vote confidentiality. Proxies and
ballots of all stockholders are kept confidential from the
Company's management and Board unless disclosure is required by
law and in other limited circumstances. The policy further
provides that employees may confidentially vote their shares of
Company stock held by the Company defined contribution plans, and
requires the appointment of independent tabulators and inspectors
of election for the Meeting.

DIVIDEND REINVESTMENT PROGRAM SHARES AND
EMPLOYEES' SAVINGS PLAN SHARES

If you are enrolled in the Dividend Reinvestment Program ("DRP"),
the enclosed proxy form indicates the shares of common stock owned
on the record date by you directly, plus all shares of common
stock held for you in the DRP. Fleet National Bank, as the DRP
administrator, will vote all shares of stock held in your DRP
account only if you return your proxy form. If no specific
instruction is given on an executed proxy form returned by you,
the DRP administrator will vote as recommended by the Board of
Directors.

Separate "Confidential Voting Instruction" cards are being sent to
current and former Dow employees participating in The Dow Chemical
Company Employees' Savings Plan, The Dow Chemical Company Stock
Ownership Plan, the Dow AgroSciences Employee Savings Plan, The
Savings and Investment Program for Employees of Union Carbide
Corporation and Participating Subsidiary Companies, the Union
Carbide Corporation Stock Ownership Plan and/or the DH Compounding
Savings and Retirement Plan (the "Plan" or "Plans"), covering all
shares of common stock held for each participant in the applicable
Plan(s) on the record date. Your executed card will provide
voting instructions to the applicable Plan trustee(s). If no
instructions are provided, the trustees will vote the respective
Plan shares according to the provisions of the Plan documents.

DOW SHARES OUTSTANDING

At the close of business on the record date, March 12, 2001, there
were 898,339,169 shares of Dow common stock outstanding and
entitled to vote. Each share of common stock is entitled to one
vote. There are no shares of Preferred Stock outstanding.

PROXIES ON BEHALF OF THE DOW BOARD

The enclosed proxy is being solicited by your Board of Directors
to provide an opportunity to all stockholders of record to vote on
agenda items, whether or not they are able to attend the Annual
Meeting. Proxies on behalf of the Board may be solicited in
person, by mail, by telephone or by electronic communication by
Dow officers and employees. They will not be specially
compensated for their services in this regard.

Dow has retained Georgeson Shareholder Communications Inc. to aid
in the solicitation of stockholders (primarily brokers, banks and
other institutional investors) for an estimated fee of $17,000.
Arrangements have been made with brokerage houses, nominees and
other custodians and fiduciaries to send materials to their
principals, and their reasonable expenses will be reimbursed on
request. The cost of solicitation will be borne by the Company.

THE BOARD OF DIRECTORS AND BOARD COMMITTEES

The ultimate authority to manage the business of The Dow Chemical
Company rests with the Board of Directors. The Board appoints the
Company's officers, assigns to them responsibilities for
management of the Company's operations, and reviews their
performance.

There were six Board meetings in 2000. All but one of the
Directors attended 100 percent of the Board meetings and all of
the Directors then serving attended the last Annual Meeting of
Stockholders. All but three Dow Directors had 100 percent
attendance at all Board and Board committee meetings they were
eligible to attend.

In the past year, three Directors retired from the Board: Enrique
C. Falla, who served as a Director since 1985; Frank P. Popoff,
who served as a Director since 1982 and Chairman since 1992; and
David T. Buzzelli, who served as a Director since 1993. Their
advice and experience will be greatly missed.

Board committees perform many important functions. The
responsibilities of each committee are stated in the Bylaws. The
Board, upon the recommendation of the Committee on Directors,
elects members to each committee and has the authority to change
the responsibilities of any committee and the committee
membership. A brief description of the current standing Board
committees follows, with memberships listed as of March 12, 2001.

COMMITTEES AND FUNCTION CHAIRMAN AND MEMBERS MEETINGS
IN 2000
EXECUTIVE COMMITTEE W. S. Stavropoulos, Chairman 11
Exercises the powers of A. A. Allemang
the Board to manage the M. D. Parker
Company between meetings J. P. Reinhard
of the Board.

AUDIT COMMITTEE B. H. Franklin, Chairman 4
Recommends a firm of J. C. Danforth
independent auditors to A. D. Gilmour
be appointed by the J. M. Ringler
Board, subject to H. T. Shapiro
ratification by the P. G. Stern
stockholders. Reviews
the Company's annual
consolidated financial
statements. Consults
separately with the
independent auditors,
the Corporate Auditor
and the Controller with
regard to the adequacy
of internal controls.
Reviews with the
independent auditors the
proposed plan of audit
and the results.

COMMITTEE ON DIRECTORS W. D. Davis, Chairman 3
Studies the size and J. K. Barton
makeup of the Board and W. H. Joyce
its committees and M. D. Parker
recommends candidates H. T. Shapiro
for Board and committee W. S. Stavropoulos
membership. P. G. Stern

COMPENSATOIN COMMITTEE H. T. Shapiro, Chairman 4
Establishes salaries, J. M. Cook
bonuses and other W. D. Davis
compensation for Dow B. H. Franklin
Directors and officers A. D. Gilmour
and for certain other P. G. Stern
managerial and
professional personnel.
Administers the
Company's award and
option plans.

ENVIRONMENT, HEALTH AND J. Carbone, Chairman 3
SAFETY COMMITTEE A. A. Allemang Committee
Assesses the Company's J. K. Barton was
environment, health and A. D. Gilmour combined
safety policies and W. H. Joyce with
performance. M. D. Parker Public
P. G. Stern Interest
Committee
in 2000.

THE BOARD OF DIRECTORS AND BOARD COMMITTEES (CONTINUED)

COMMITTEES AND FUNCTION CHAIRMAN AND MEMBERS MEETINGS
IN 2000
FINANCE COMMITTEE J. P. Reinhard, Chairman 6
Reviews Dow's financial A. J. Carbone
affairs and makes J. M. Cook
recommendations to the M. D. Parker
Board concerning W. S. Stavropoulos
financial matters.
Establishes investment
policy and reviews the
performance of funds
invested for the Dow
Employees' Pension Plan.
Helps establish
investment policies for
other funds and entities
connected with the
Company.
PUBLIC INTEREST J. C. Danforth, Chairman 3
COMMITTEE J. M. Cook Committee
Assesses aspects of the W. D. Davis was
Company's business B. H. Franklin combined
decisions to determine J. P. Reinhard with EH&S
their social impact and J. M. Ringler Committee
makes recommendations to H. T. Shapiro in 2000.
the Board and management W. S. Stavropoulos
regarding the most
socially desirable
alternatives. The
committee's focus
includes corporate
policy management,
philanthropic
contributions, codes of
conduct and reputation
management.

BOARD OF DIRECTORS' CLASSES

The Dow Board of Directors is divided into three classes. Each
class, described in the chart below, serves a term of three years.
The terms of the Directors in each class expire at the Annual
Meeting of Stockholders in the year listed on the chart.

Class III - 2001 Class I - 2002 Class II - 2003

Arnold A. Allemang Jacqueline K. Barton J. Michael Cook
John C. Danforth Anthony J. Carbone Willie D. Davis
Allan D. Gilmour Barbara Hackman Franklin Michael D. Parker
James M. Ringler William H. Joyce J. Pedro Reinhard
William W. Harold T. Shapiro Paul G. Stern
Stavropoulos

AGENDA ITEM 1

CANDIDATES FOR ELECTION AS DIRECTOR

In accordance with the recommendation of the Committee on
Directors, the Board of Directors has nominated Arnold A.
Allemang, John C. Danforth, Allan D. Gilmour, James M. Ringler and
William S. Stavropoulos for election as Directors in Class III, to
serve three-year terms to expire at the Annual Meeting in the year
2004, and until their successors are elected and qualified.

Each nominee is currently serving as a Director and each has
consented to serve for the new term. All nominees, except for Mr.
Ringler, have previously been elected as Directors by the
Company's stockholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL
OF THESE NOMINEES AS DIRECTORS.

The election of Directors requires a plurality of the votes
actually cast. As explained on the accompanying proxy, it is the
intention of the persons named as proxies to vote in favor of the
candidates nominated by the Board unless such authority is
withheld. If something unanticipated should occur prior to the
Annual Meeting, making it impossible for one or more of the
candidates to serve as a Director, votes will be cast in the best
judgment of the persons authorized as proxies.

Information in the biographies of candidates and continuing
Directors that follows is current as of March 12, 2001, the record
date for the Annual Meeting.

CANDIDATES FOR ELECTION AS DIRECTOR (CONTINUED)

Photo 1

ARNOLD A. ALLEMANG, 58. DOW EXECUTIVE VICE PRESIDENT. DIRECTOR
SINCE 1996.

Employee of Dow since 1965. Director of Technology Centers, Dow
U.S.A. 1989-92. Manufacturing General Manager, Dow Benelux N.V.*
1992-93. Regional Vice President, Manufacturing and
Administration, Dow Benelux N.V.* 1993. Vice President,
Manufacturing Operations, Dow Europe S.A.* 1993-95. Dow Vice
President and Director of Manufacturing and Engineering 1996-97.
Dow Vice President, Operations 1997-2000. Executive Vice
President 2000 to date. Director of Liana Limited* and Dorinco
Reinsurance Company.* Representative on the Members Committee of
DuPont Dow Elastomers L.L.C.* Director of the National
Association of Manufacturers. Member of the American Chemical
Society; the Advisory Board, Center for Chemical Process Safety,
American Institute of Chemical Engineers; College of Engineering
Advisory Council, Kansas State University; the Corporate Executive
Board's Operations Management Roundtable and the National Academy
of Engineering's Action Forum on Diversity.

Photo 2

JOHN C. DANFORTH, 64. PARTNER OF BRYAN CAVE LLP AND FORMER UNITED
STATES SENATOR. DIRECTOR SINCE 1996.

Partner with the law firm of Bryan Cave LLP 1995 to date.
Attorney General of Missouri 1969-76. United States Senate 1976-
95, serving on the Committee on Finance; Committee on Commerce,
Science and Transportation; and the Select Committee on
Intelligence. Director of General American Life Insurance
Company; GenAmerican Corporation; General American Mutual Holding
Company; Cerner Corporation and Metropolitan Life Insurance
Company. Recipient of the St. Louis Award, the Harry S Truman
Good Neighbor Award, the St. Louis Man of the Year Award, the
Right Arm of St. Louis Award, the University of Missouri-Kansas
City Chancellor's Medal Award, the Presidential World Without
Hunger Award, the Legislative Leadership Award of the National
Commission Against Drunk Driving, and the Distinguished Missourian
and Brotherhood Awards of the National Conference of Christians
and Jews.

Photo 3

ALLAN D. GILMOUR, 66. RETIRED VICE CHAIRMAN OF FORD MOTOR
COMPANY. DIRECTOR SINCE 1995.

Employee of Ford Motor Company 1960-95, Vice President and
Controller 1979-84, Vice President - External and Personnel
Affairs 1984-86, Executive Vice President and Chief Financial
Officer 1986-87, Executive Vice President - International
Automotive Operations 1987-89, Executive Vice President -
Corporate Staffs 1989-90, and President - Ford Automotive Group
1990-93. Ford Motor Company Director 1986-95, Vice Chairman 1993-
95. Director of DTE Energy Company, The Prudential Insurance
Company of America and Whirlpool Corporation.

Photo 4

JAMES M. RINGLER, 55. VICE CHAIRMAN, ILLINOIS TOOL WORKS, INC.
DIRECTOR SINCE FEBRUARY 2001.

Tappan Company - President and Chief Operating Officer 1982-86;
White Consolidated Industries' Major Appliance Group - President
1986-90 (both companies are subsidiaries of Electrolux AB).
Premark International, Inc. - Director 1990-99; Executive Vice-
President 1990-92; President and Chief Operating Officer 1992-96;
Chief Executive Officer 1996-97; Chairman 1997-99. Illinois Tool
Works, Inc. following its acquisition of Premark International,
Inc. - Vice Chairman 1999 to date. Director of Union Carbide
Corporation* 1996-2001. Director of the National Association of
Manufacturers, the Business Roundtable and Evanston Hospital.
Trustee of the Manufacturers' Alliance for Productivity and
Innovation. National Trustee of the Boys and Girls Clubs of North
American, Midwest Region. Director of the Lyric Opera of Chicago.

* A number of Company entities are referenced to in the
biographies and are defined as follows. (Some of these entities
have had various names over the years. The names and
relationships to the Company, unless otherwise indicated, are
stated in this footnote as they existed as of the Annual Meeting
record date.) Dow Corning Corporation and DuPont Dow Elastomers
L.L.C. - companies ultimately 50 percent-owned by Dow. Dorinco
Reinsurance Company, Dow AgroSciences LLC, Dow Benelux N.V., Dow
Chemical Pacific Limited, Dow Europe S.A., Dow Italia S.p.A.,
Liana Limited, Mycogen Corporation and Union Carbide Corporation -
all ultimately wholly owned subsidiaries of Dow. Ownership by Dow
described above may be either direct or indirect.

CANDIDATES FOR ELECTION AS DIRECTOR (CONTINUED)

Photo 5

WILLIAM S. STAVROPOULOS, 61. CHAIRMAN OF THE DOW BOARD OF
DIRECTORS. DIRECTOR SINCE 1990.

Employee of Dow since 1967. President, Dow Latin America 1984-85.
Dow U.S.A. Commercial Vice President, Basics and Hydrocarbons 1985-
87. Group Vice President, Plastics and Hydrocarbons, 1987-90.
President, Dow U.S.A. 1990-93. Dow Vice President 1990-91, Senior
Vice President 1991-93, Chief Operating Officer 1993-95, President
1993-2000, Chief Executive Officer 1995-2000, Chairman 2000 to
date. Director of Dow Corning Corporation,* BellSouth
Corporation, Chemical Financial Corporation and NCR Corporation.
Board member of American Enterprise Institute for Public Policy
Research, Fordham University, and J. P. Morgan International
Council. Advisory Board to the Fidelity Group of Funds. Member
of the American Chemical Society, The Business Council and
University of Notre Dame Advisory Council for the College of
Science. Executive Committee, World Business Council for
Sustainable Development.

CONTINUING DIRECTORS

Photo 6

JACQUELINE K. BARTON, 48. ARTHUR AND MARIAN HANISCH MEMORIAL
PROFESSOR OF CHEMISTRY, CALIFORNIA INSTITUTE OF TECHNOLOGY.
DIRECTOR SINCE 1993.

Assistant Professor of Chemistry and Biochemistry, Hunter College,
City University of New York 1980-82. Columbia University:
Assistant Professor 1983-85, Associate Professor 1985-86,
Professor of Chemistry and Biological Sciences 1986-89.
California Institute of Technology: Professor of Chemistry 1989
to date, Arthur and Marian Hanisch Memorial Professor of Chemistry
1997 to date. Named a MacArthur Foundation Fellow 1991, the
American Academy of Arts and Sciences Fellow 1991 and the American
Philosophical Society Fellow 2000. Recipient of the American
Chemical Society ("ACS") William H. Nichols Medal Award 1997,
Columbia University Medal of Excellence 1992, ACS Garvan Medal
1992, Mayor of New York's Award in Science and Technology 1988,
ACS Award in Pure Chemistry 1988 and the Alan T. Waterman Award of
the National Science Foundation 1985. Member of the American
Academy of Arts and Sciences and the Gilead Sciences Scientific
Advisory Board. Trustee of Barnard College.

Photo 7

ANTHONY J. CARBONE, 60. VICE CHAIRMAN OF THE DOW BOARD OF
DIRECTORS AND SENIOR CONSULTANT. DIRECTOR SINCE 1995.

Employee of Dow since 1962. Dow Latin America Marketing Director
for Plastics 1974-76. Dow Business Manager for STYROFOAMT 1976-
80, Director of Marketing for Functional Products and Systems 1980-
83. Dow U.S.A. General Manager of the Coatings and Resins
Department 1983-86, General Manager of Separation Systems 1986-87,
Vice President Dow Plastics 1987-91. Dow North America Group Vice
President for Plastics 1991-93. Group Vice President, Global
Plastics 1993-95. Group Vice President - Global Plastics,
Hydrocarbons and Energy 1995-96. Executive Vice President, 1996-
2000. Vice Chairman of the Board of Directors February 2000 to
date. Senior Consultant November 2000 to date. Member of the
American Chemical Society. Previous Board member and Chairman of
the American Plastics Council and the Society of Plastics
Industries. Served on the Advisory Council of the Heritage
Foundation.

CONTINUING DIRECTORS (CONTINUED)

Photo 8

J. MICHAEL COOK, 58. RETIRED CHAIRMAN/CEO OF DELOITTE & TOUCHE
LLP. DIRECTOR SINCE 2000.

Chairman and CEO of Deloitte & Touche 1989-99 and Chairman and CEO
of Deloitte, Haskins & Sells 1986-89. Director of HCA - The
Healthcare Company, Rockwell International, International Flavors
& Fragrances, and The Fidelity Group of Mutual Funds. 62nd member
of the Accounting Hall of Fame 1999 and Distinguished Alumnus of
University of Florida. Catalyst Award and United Way Spirit of
America Award to Deloitte & Touche under Mr. Cook's leadership.
Columbia Business School Botwinick Prize in Business Ethics,
Yeshiva University's Distinguished Leadership Award, Monmouth
College's Distinguished Business Leader, CEO Recognition Award
from Women in Technology International and Working Mother
Magazine's Family Champion of the Year Award. Columbia
University, School of Business Board of Overseers. Chairman,
Accountability Advisory Group to the Comptroller General of the
United States.

Photo 9

WILLIE D. DAVIS, 66. PRESIDENT AND CHIEF EXECUTIVE OFFICER OF ALL
PRO BROADCASTING, INC. DIRECTOR SINCE 1988.

President and Chief Executive Officer of All Pro Broadcasting,
Inc., a Los Angeles broadcasting company, 1976 to date. Director
of Wicor, Inc.; Sara Lee Corporation; Alliance Bank; MGM Grand,
Inc.; MGM, Inc.; Kmart Corporation; Johnson Controls Inc.; Rally's
Hamburgers Inc.; the Strong Funds; and Bassett Furniture
Industries. Trustee of the University of Chicago and Marquette
University. Member of the Grambling College Foundation and the
Ewing Marion Kauffman Center for Entrepreneurial Leadership
Development Committee.

Photo 10

BARBARA HACKMAN FRANKLIN, 60. PRESIDENT AND CEO OF BARBARA
FRANKLIN ENTERPRISES AND FORMER U.S. SECRETARY OF COMMERCE.
DIRECTOR 1980-92 AND 1993 TO DATE.

President and CEO, Barbara Franklin Enterprises, a private
investment and consulting firm, 1995 to date. Business consultant
1993-95. U.S. Secretary of Commerce 1992-93. President and CEO,
Franklin Associates 1984-92. Senior Fellow and Director of
Government and Business Program, Wharton School of the University
of Pennsylvania 1979-88. Commissioner, U.S. Consumer Product
Safety Commission 1973-79. Staff Assistant to the President of
the United States 1971-73. Assistant Vice President, Citibank
1969-71. President's Advisory Council for Trade Policy and
Negotiations 1982-84 and 1989-92. Alternate Representative to
44th United Nations General Assembly 1989-90. AICPA Board of
Directors 1979-86. Recipient of John J. McCloy Award for
contributions to excellence in auditing; Director of the Year,
National Association of Corporate Directors 2000. Director of
Aetna, Inc.; Milacron, Inc.; MedImmune, Inc.; and Watson Wyatt &
Company. Chairman of the Board of Guest Services, Inc., a private
hospitality company.

Photo 11

WILLIAM H. JOYCE, 65. VICE CHAIRMAN OF THE DOW BOARD OF
DIRECTORS. RETIRED CHAIRMAN/CEO OF UNION CARBIDE CORPORATION.*
DIRECTOR SINCE FEBRUARY 2001.

Employee of Union Carbide Corporation* 1957-2001, Vice President,
Licensing/Technology for Polyolefins 1979-82; President, Silicones
and Urethane Intermediates 1982-85; President, Polyolefins
Division 1985-92; Executive Vice President, Operations 1992-93;
Director 1993-2001; President and Chief Operating Officer 1993-95;
Chief Executive Officer 1995-2001; Chairman of the Board 1996-
2001. Director of C V S, American Chemical Council and American
Plastics Council. Trustee of the Universities Research
Association, Inc. Co-Chairman of the Council of Government-
University-Industry Research of The National Academies. Secretary
and Executive Committee member of the Society of Chemical
Industry. National Medal of Technology Award recipient 1993.
Plastics Academy's Industry Achievement Award recipient 1994 and
Lifetime Achievement Award 1997. National Academy of Engineering
inductee 1997.

CONTINUING DIRECTORS (CONTINUED)

Photo 12

MICHAEL D. PARKER, 54. DOW PRESIDENT AND CHIEF EXECUTIVE OFFICER.
DIRECTOR SINCE 1995.

Employee of Dow since 1968. Dow Europe S.A.* Product Marketing
Manager for Epoxy Resins 1977-79. Director of Marketing for
Inorganic Chemicals 1979-82. Director of Marketing for Organic
Chemicals 1982-83. Commercial Director for the Functional
Products Department 1983-84. Dow U.S.A. General Manager of the
Specialty Chemicals Department 1984-87. Dow Chemical Pacific
Limited* Commercial Vice President 1987-88, President 1988-93.
Dow Group Vice President 1993-96. Group Vice President -
Chemicals and Hydrocarbons 1993-95. Business Vice President for
Chemicals 1995-2000. President Dow North America 1995-2000.
Executive Vice President 1996-2000. President and Chief Executive
Officer 2000 to date. Members Committee, Dow AgroSciences LLC.*
Director of Dow Corning Corporation.* Director of the National
Legal Center for the Public Interest and the American Plastics
Council. Director, Executive Committee member and Chair of the
Strategic Communication Committee, the American Chemistry Council.

Photo 13

J. PEDRO REINHARD, 55. DOW EXECUTIVE VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER. DIRECTOR SINCE 1995.

Employee of Dow since 1970. Dow Brazil Area Finance Director 1978-
81. Dow Europe S.A.* Finance Director 1981-85. Dow Assistant
Treasurer 1984-85. Dow Europe S.A.* Vice President 1985-88.
Managing Director, Dow Italy 1985-88. Dow Treasurer 1988-96, Vice
President 1990-95, Financial Vice President 1995-96, Chief
Financial Officer 1995 to date, Executive Vice President 1996 to
date. Chairman of the Board of Liana Limited* and Dorinco
Reinsurance Company.* Chairman of the Members Committee, Dow
AgroSciences LLC.* Director of Royal Bank of Canada, Mycogen
Corporation* and Dow Corning Corporation.* Member of the
Financial Executives Institute and The Conference Board's Council
of Financial Executives.

Photo 14

HAROLD T. SHAPIRO, 65. PRESIDENT OF PRINCETON UNIVERSITY.
DIRECTOR SINCE 1985.

President of The University of Michigan 1980-87. President of
Princeton University 1988 to date. Chairman, National Bioethics
Advisory Commission 1996 to date. Presidential Appointment to the
Council of Advisors on Science and Technology 1990-92. Member of
the Institute of Medicine and the American Philosophical Society.
Fellow of the American Academy of Arts and Sciences. Trustee and
Chair of the Board of the Alfred P. Sloan Foundation. Trustee of
the University of Pennsylvania Medical Center, The Universities
Research Association, and member of the Board of Overseers for the
Robert Wood Johnson Medical Center.

Photo 15

PAUL G. STERN, 62. PARTNER OF THAYER CAPITAL PARTNERS AND
ARLINGTON CAPITAL PARTNERS. DIRECTOR SINCE 1992.

Partner and co-founder of Thayer Capital Partners 1995 to date.
Partner and co-founder of Arlington Capital Partners 1999 to date.
Special Partner at Forstmann Little & Co. 1993-95. Northern
Telecom Limited - Chairman of the Board 1990-93, Chief Executive
Officer 1990-93, Vice Chairman and Chief Executive Officer 1989-
90, Director 1988-93. President, Unisys Corporation (formerly
Burroughs Corporation) 1982-87. Director of Aegis Communications,
Inc. and Whirlpool Corporation. Board member of the Lauder
Institute and the University of Pennsylvania's School of
Engineering and Applied Science and the Wharton School.
Treasurer, John F. Kennedy Center for the Performing Arts. Board
of Trustees, Library of Congress.

AGENDA ITEM 2
RATIFICATION OF THE APPOINTMENT
OF THE INDEPENDENT AUDITORS

RESOLVED, THAT THE APPOINTMENT BY THE BOARD OF DIRECTORS OF
DELOITTE & TOUCHE LLP TO AUDIT THE 2001 CONSOLIDATED FINANCIAL
STATEMENTS OF THE DOW CHEMICAL COMPANY AND ITS SUBSIDIARIES IS
HEREBY RATIFIED.

The Bylaws provide that the Board's selection of auditors must be
presented for stockholder ratification or rejection at the Annual
Meeting. The Audit Committee has recommended and the Board has,
subject to your ratification, appointed Deloitte & Touche LLP to
audit and report on the consolidated financial statements of Dow
and its subsidiaries for 2001. Deloitte & Touche LLP has audited
Dow's financial statements for more than ninety years and served
as its independent auditors for 2000. Deloitte & Touche LLP has
offices or affiliates at or near most of the locations where Dow
operates in the United States and other countries. Deloitte &
Touche LLP regularly rotates its lead audit partner assigned to
Dow.

Before making its recommendation for appointment, the Audit
Committee carefully considers the qualifications of candidates for
independent auditors. For Deloitte & Touche LLP, this has
included a review of its performance in prior years, as well as
its reputation for integrity and for competence in the fields of
accounting and auditing. The Audit Committee has expressed its
satisfaction with Deloitte & Touche LLP. In February 2001,
Deloitte & Touche LLP advised the Audit Committee that it believes
all litigation against Deloitte & Touche LLP can fairly be
characterized as incidental to the practice of the accounting
profession and that resolution of its cases will not affect its
ability to serve as independent auditors for the Company. The
Audit Committee has concluded that the ability of Deloitte &
Touche LLP to perform services for the Company is not adversely
affected by such litigation. Representatives of Deloitte & Touche
LLP will attend the Annual Meeting and may make a statement if
they wish. They will be available to answer stockholder questions
at the Meeting.

Audit services performed by Deloitte & Touche LLP for the year
ended December 31, 2000, included the audit of the consolidated
financial statements of the Company and its subsidiaries, the
separate audits of the financial statements of certain subsidiary
companies and employee benefit plans where required by government
regulations or agreement, as well as services related to filings
with the Securities and Exchange Commission and consultation on
matters related to accounting and financial reporting.

Approval of this proposal to ratify the appointment of Deloitte &
Touche LLP requires a majority of votes actually cast on the
matter. For purposes of determining the number of votes cast on
the matter, only those cast "for" or "against" are included.
Abstentions and broker non-votes are not included. If Agenda Item
2 does not pass, the selection of independent auditors will be
reconsidered by the Audit Committee and the Board. Because it is
difficult and not cost effective to make any change in independent
auditors so far into the year, the appointment of Deloitte &
Touche LLP would probably be continued for 2001, unless the Audit
Committee or the Board finds additional good reasons for making an
immediate change.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS
VOTE FOR THE PROPOSAL TO RATIFY ITS SELECTION OF DELOITTE & TOUCHE
LLP AS DOW'S INDEPENDENT AUDITORS FOR 2001.

FEES PAID TO THE INDEPENDENT AUDITORS

AUDIT FEES. The aggregate fees billed by Deloitte & Touche LLP,
the member firms of Deloitte Touche Tohmatsu, and their respective
affiliates (collectively, "Deloitte") for professional services
rendered for the audit of the Company's annual financial
statements for the year ended December 31, 2000, and for the
reviews of the financial statements included in the Company's
Quarterly Reports on Form 10-Q for that fiscal year were
$6,745,000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES.
There were no Deloitte fees or services relating to financial
information systems design and implementation for the year ended
December 31, 2000.

ALL OTHER FEES. The aggregate fees billed by Deloitte for
services rendered to the Company, other than the services
described above, for the year ended December 31, 2000, were
$12,224,000 (the largest component of which related to the merger
with Union Carbide Corporation).

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors (the "Committee") is
entirely made up of independent directors as defined in the New
York Stock Exchange listing standards. It operates pursuant to a
charter, which appears below.

The Committee reviews the Company's financial reporting process on
behalf of the Board of Directors. Management has the primary
responsibility for the financial statements and the reporting
process. The independent auditors are responsible for expressing
an opinion on the conformity of the Company's audited financial
statements with accounting principles generally accepted in the
U.S.

In this context, the Committee has reviewed and discussed with
management and the independent auditors the audited financial
statements. The Committee has discussed with the independent
auditors the matters required to be discussed by Statement on
Auditing Standards No. 61 (Communication with Audit Committees),
as amended by Statements on Auditing Standards Nos. 89 and 90. In
addition, the Committee has received from the independent auditors
the written disclosures required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees)
and discussed with them their independence from the Company and
its management. And, the Committee has considered whether the
independent auditors' provision of non-audit services to the
Company is compatible with the auditors' independence.

In reliance on the reviews and discussions referred to above, the
Committee recommended to the Board of Directors, and the Board has
approved, that the audited financial statements be included in the
Company's Annual Report on SEC Form 10-K for the year ended
December 31, 2000, for filing with the Securities and Exchange
Commission.

AUDIT COMMITTEE
Barbara Hackman Franklin, Chairman
John C. Danforth
Allan D. Gilmour
James M. Ringler
Harold T. Shapiro
Paul G. Stern

AUDIT COMMITTEE CHARTER 1

1. The Board of Directors shall appoint an Audit Committee of at
least three members, consisting entirely of "independent"
directors of the Board, and shall designate one member as
chairman. For purposes hereof, "independent" shall mean a
director who, in the judgment of the Board of Directors, meets the
New York Stock Exchange definition of "independence."

In the context of the New York Stock Exchange rules, each member
of the Company's Audit Committee must, in the judgment of the
Board of Directors, be financially literate and one or more
members of the Audit Committee shall, in the judgment of the Board
of Directors, have accounting or related financial management
expertise.

2. The Audit Committee shall perform the duties assigned
to it by Section 4.3 of the Company's Bylaws and as set forth in
this Charter.

3. The Audit Committee shall:
(a) Recommend to the Board of Directors the engagement,
retention or discharge of the independent auditors, which auditors
shall be ultimately accountable to the Board of Directors through
the Audit Committee.

(b) Review and discuss the written statement from the
independent auditor of the Company under Independence Standards
Board Standard No. 1 concerning any relationships between the
auditor and the Company or any other relationships that may
adversely affect the independence of the auditor. Assess the
independence of the auditor.

(d) Review and discuss with management and with the
independent auditors the Company's annual audited and quarterly
unaudited financial statements, including a discussion of the
auditors' judgment as to the quality of the Company's accounting
principles and the appropriateness of including the audited
financial statements in the Company's public reports and filings
with governmental agencies.

(e) Review with the staffs of the accounting, internal
auditing and legal departments their procedures and reports for
assuring that the Company's internal controls and policies for
assuring compliance with legal requirements are adequate and
functioning.

1 As adopted by the Audit Committee on July 8, 1987; and revised
by the Audit Committee on November 7, 1990; November 13, 1991;
November 10, 1993; November 9, 1994; November 8, 1995; November
13, 1996; December 10, 1997; and April 12, 2000; and as approved
and adopted by the Board of Directors on April 13, 2000.

AUDIT COMMITTEE CHARTER (CONTINUTED)

(f) Review any internal control comments and recommendations
rendered by the independent auditors that are classified as
material weaknesses or reportable conditions as well as
management's response to such comments and recommendations.

(g) Review the independent auditors' recommendations for
significant changes in accounting policies and management's
responses to those recommendations.

(h) Meet as often as may be deemed necessary or appropriate in
its judgment, generally four times each year, either in person or
telephonically. Consult
in executive session at each meeting with the independent
auditors, the Corporate Auditor and the Controller, and, as deemed
appropriate, any other members of management, on any of the
matters within the Audit Committee's jurisdiction.

(i) Report regularly to the Board of Directors.

(j) Review and approve a report of the Audit Committee's
activities as may be required from time to time.

4. At its discretion from time to time, and at least annually, in
connection with its duties, the Audit Committee will:

(a) Review the Corporate Auditor's activities, annual and
quarterly reports, and any recommendations to the Audit Committee.
Review the mission and objectives, resources, reporting
relationship, and independence of the Corporate Auditor.

(b) Review with the Company's General Counsel the status of
major items of litigation pending against or involving the Company
and the reserves that may be established in connection with such
litigation.

(d) Be apprised by the Controller of significant changes in
accounting rules and conventions.

(e) Review the adequacy of internal controls. The specific
areas to be reviewed will vary from time to time. For example,
among the areas currently reviewed are internal controls relating
to: (i) the Company's electronic data processing and information
systems, including security, and (ii) derivative financial
instruments.

(f) Review with the Company's Director of Corporate Risk
Management the coverage levels of liability, property and casualty
insurance.

5. The Audit Committee shall review (a) the findings and
recommendations arising from the periodic conflict of interest
program and questionnaires and (b) investigations concerning
compliance with Company policies or applicable law. The Audit
Committee shall initiate any other investigations which, in its
judgment, are necessary to maintain the Company's high standards
of integrity, accountability and internal control.

6. The Audit Committee shall assess at least annually the
adequacy and appropriateness of this Charter, and, from time to
time, its own procedures and performance.

COMPENSATION COMMITTEE REPORT

THE COMMITTEE
The Compensation Committee of the Board of Directors (the
"Committee") is made up entirely of independent, non-employee
Directors. The Committee is responsible for establishing base
salaries, bonuses, long-term incentives, retirement benefits and
other compensation for Company Directors and officers. In meeting
this responsibility, the Committee's policy is to ensure that
executive compensation is appropriately competitive in the
attraction and retention of talented leaders, and is linked
closely to individual performance, Company performance, and
increases in Dow shareholder value.

After the end of each year, the Committee asks the Global
Compensation and Benefits staff to present a proposed compensation
plan, along with supporting competitive market data, for each
executive officer. After discussion with the Chief Executive
Officer ("CEO") about the individual performance of each executive
compared to pre-established goals, individual compensation plans
are established. The Committee meets with the Vice President of
Human Resources to review similar information on the CEO (who is
absent from this portion of the meeting). The Committee monitors
the performance of the CEO and other executive officers throughout
the year, and has final responsibility for determining their
compensation levels.

Dow's policy is to manage overall executive compensation at the
median level relative to companies with which we compete for
executive talent, with appropriate variation for high-performing
individuals and Company performance. The Committee compares
executive compensation levels and performance with a selected
cross-industry group of other multinational manufacturing
companies of similar size. Note that this is a different group of
companies than those in the graphs on page 21. For 2000, as in
prior years, compensation paid to the Company's executive officers
qualified as fully deductible under applicable tax laws, with the
exception of $278,333 in base salary paid to the outgoing CEO
(W.S. Stavropoulos) that was in excess of the $1,000,000 cap for
purposes of tax deductibility.

Executive employee compensation has three components: base salary,
performance award (bonus), and long-term incentives, each
explained more fully below.

BASE SALARIES
Base salaries for all Dow employees - including the Company's top
executives - are based upon an evaluation of their
responsibilities, an assessment of their performance, and market
comparisons from regularly scheduled compensation surveys.
Average salaries for each employee group are managed such that
they fall within the median range of the survey results, in order
to ensure Dow's ability to attract and retain a talented
workforce. Changes in base salary for the executives named in the
Proxy Statement compensation tables, as well as for all Dow
employees, depend upon projected changes in the external market as
well as the individual's contributions to Dow's corporate
performance. In addition, the Committee reviews the performance
of each executive officer against pre-established annual goals.

For 2000, the Committee reviewed the goals established by the
outgoing Chief Executive Officer and his performance towards
achieving each of them. Specifically, the Committee considered
the following factors: economic profit; earnings per share; return
on stockholders' equity; progress towards 2005 Environment, Health
and Safety goals; building effective relationships with various
stakeholders of the Company; and implementation of Dow's long-term
strategic plan (including planning for the effective integration
of the merger with Union Carbide Corporation and the
implementation of Six Sigma improvement processes throughout the
Company). Thus, his 2000 base pay was increased both to reflect
his performance in these areas and to maintain his base salary
within the competitive range. Late in the year, a promotional
increase was granted to the incoming CEO, in order to position his
base salary at an appropriate level relative to the external
market for comparable positions.

In general, the Committee has structured the Chief Executive
Officer's pay so that, at target levels of total direct
compensation, no more than 25 percent is delivered as base pay.
The remainder - more than 75 percent - is variable or performance-
dependent pay. For the past several years, that ratio has been
approximately 20 percent base pay and 80 percent of compensation
at risk in the form of performance-dependent pay.

PERFORMANCE AWARDS (BONUSES)
The Executive Performance Plan (the "Plan"), first established in
1994, sets a minimum performance goal of $700 million of Net Income
as defined in the Plan. In addition, the Committee has determined
that no award will be paid to those named in the Proxy Statement if
the minimum economic profit goal for the Dow employees' variable pay
program is not achieved. Once these goals have been met, the
Compensation Committee evaluates corporate and individual performance.
The Compensation Committee was notified that the Net Income goal was
achieved in 2000. In accordance with the Plan, the Committee used
its discretion to determine the amount of

COMPENSATION COMMITTEE REPORT (CONTINUED)

each executive's performance award, based upon corporate financial
performance as measured by economic profit results, the impact on
earnings before interest and taxes from Six Sigma projects,
individual performance towards key Company goals, and the
competitive environment.

LONG-TERM INCENTIVE COMPENSATION
In 2000, long-term incentive compensation for selected executives,
including the officers of the Company, consisted of grants of
Market Priced Stock Options. The decision not to use one or more
additional types of performance-based equity in 2000, as was Dow's
practice in 1998 and 1999, was made to achieve a short-term
simplification of the program in anticipation of changes in the
Company's management, organization and structure. It is expected
that the Company will return to the use of performance-based
equity programs as a portion of the overall long-term incentive
grant in 2001. The grants of Step Stock Options made in 1998 and
1999, Performance Shares granted in 1999, as well as the ongoing
grants of Market Priced Stock Options, continue to provide
significant incentives to executives to achieve high levels of
Total Return to Shareholders (TSR) through the delivery of
superior returns on capital with an ongoing emphasis on value
growth. The Compensation Committee approved long-term incentive
compensation awards for 2000 after evaluating the contribution of
each executive to the Company's long-term performance and the
importance of his or her responsibilities within the organization.

To determine the outgoing CEO's long-term incentive compensation
for 2000, the Committee evaluated progress towards:

- The optimization of Dow's business portfolio, including the
identification, execution and management of acquisitions and
divestitures, with emphasis on the effective integration of the
Union Carbide Corporation into the overall operations of the
Company.

- The furthering of Dow's value-growth initiatives, including
progress in the development of New Business opportunities.

- Initiatives regarding the development of Dow employees,
including the recruitment and retention of a talented global
workforce.

- Progress towards meeting the Company's 2005 Environmental,
Health and Safety goals.

In addition, the Committee considered the appropriate mix of short-
term and long-term compensation and Dow's competitive position as
compared to market data from the compensation comparison group.

The Committee determined that for 2000 the levels of long-term
incentive compensation granted to the outgoing CEO reflected
actual performance measured against these goals, with appropriate
consideration of the desired emphasis on long-term incentive
compensation and the competitive positioning of the overall
compensation package.

SHARE OWNERSHIP GUIDELINES
Minimum stock ownership guidelines for key Dow executives were
established in 1998. The ownership requirement for the CEO was
set as six times the then-current annual base salary. The
outgoing CEO currently owns shares that exceed the ownership
requirement. The incoming CEO will be expected to meet the same
requirement by March 31, 2004. Other executives named in the
Proxy Statement tables, as well as a group of global business and
corporate leaders, are required to own by March 31, 2002 (or
within four years from the date they entered the group of leaders
subject to ownership guidelines, if entry came subsequent to 1998)
shares equivalent in value to either three or four times their
then-current annual base salary.

COMPENSATION COMMITTEE
Harold T. Shapiro, Chairman
J. Michael Cook
Willie D. Davis
Barbara Hackman Franklin
Allan D. Gilmour
Paul G. Stern

FINANCIAL INFORMATION
SUMMARY COMPENSATION TABLE

LONG-TERM COMPENSATION
ANNUAL COMPENSATION AWARDS PAYOUTS

LONG
OTHER DEFERRED/ SECURITIES -TERM ALL
ANNUAL RESTRICTED UNDERLYING INCEN- OTHER
NAME COMPEN STOCK OPTIONS/ TIVE COMPEN
AND PRINCIPAL SALARY BONUS -SATION AWARDS SARS PAYOUTS -SATION
POSITIONS YEAR ($) ($) ($) ($)(A) (# SHARES) ($)(B) ($)

M.D. PARKER 2000 703,717 930,000 0 0 210,000 Shares 12,006 2,742(f)
Exec. V.P. 1999 553,000 735,000 0 0 158,400 Shares(d) 12,006 3,198
Global Chemicals 1998 522,334 385,000 114,580(c) 0 138,000 Shares(e) 12,006 6,689
and President,
Dow North America
1/2000 - 10/2000.
President and CEO
11/2000 to date.

A.A. ALLEMANG 2000 461,575 360,000 0 0 150,000 Shares 4,280 43,287(f)
Executive Vice, 1999 407,420 500,000 80,845(c) 0 108,000 Shares(d) 4,280 44,546
President 1998 381,684 280,000 0 0 90,000 Shares(e) 4,280 36,926(g)
Operations.

A.J. CARBONE 2000 691,368 650,000 0 0 210,000 Shares 18,103 339,418(f)
Exec. V.P., 1999 574,040 765,000 0 0 158,400 Shares(d) 18,103 91,471
Global Plastics 1998 539,784 400,000 0 0 138,000 Shares(e) 18,103 59,514(g)
and Hydrocarbons
& Energy 1/2000-
10/2000. Vice
Chairman 11/2000
to date.

R.M. GROSS 2000 381,652 294,393 0 0 120,000 Shares 1,305 33,650(f)
Corporate 1999 347,140 419,095 0 0 72,000 Shares(d) 1,305 38,769
Vice President, 1998 315,041 254,595 0 0 39,000 Shares(e) 1,305 32,600
Research &
Development

J.P. REINHARD 2000 649,960 650,000 0 0 210,000 Shares 17,226 3,056,575(f)
Executive Vice 1999 553,000 735,000 0 0 158,400 Shares(d) 17,226 52,249
President and 1998 522,334 385,000 0 0 138,000 Shares(e) 17,226 47,747(g)
Chief Financial
Officer

W.S. STAVROPOULOS 2000 1,278,333 1,600,000 0 0 450,000 Shares 62,379 128,114(f)
President/CEO 1999 986,664 1,560,000 0 0 360,000 Shares(d) 62,379 136,130
1/200-10/2000 1998 908,338 675,000 0 0 300,000 Shares(e) 62,379 94,438(g)
Chairman 11/2000
to date.

L.J. WASHINGTON JR 2000 377,420 242,982 0 0 90,000 Shares 6,003 32,246(f)
Corporate V.P. - 1999 357,630 394,415 0 0 67,200 Shares(d) 6.003 39,381
EH&S, HR 1998 340,983 228,214 0 0 52,200 Shares(e) 6,003 35,004
Public Affairs.

(a) The following grants of restricted or deferred stock were
outstanding on 12/31/00 for the named executives: L. J.
Washington Jr., 1,125 shares having a total value of $41,873.

(b) This column represents cash payouts from Dividend Unit awards
granted in prior years.

(c) Compensation to employees for foreign service assignments for
taxes in excess of those that would otherwise be incurred.

(d) 62.5% of the shares are 120-month market-priced stock options.
Remaining shares granted are 66-month performance options that are
exercisable only if the daily average market price of Dow stock
equals or exceeds $50 per share by 2/16/04. Amounts previously
reported in this column are restated to reflect the mid-2000 three-
for-one split in Dow's common stock.

(e) Half of the shares are 120-month market-priced stock options.
Remaining shares granted are 66-month performance options that are
exercisable only if the daily average market price of Dow stock
equals or exceeds $50 per share by 2/27/03. Amounts previously
reported in this column are restated to reflect the mid-2000 three-
for-one split in Dow's common stock.

(f) All other compensation details for 2000 appear in a separate
chart on the next page.

(g) Amounts previously reported in this column for 1998 are
restated to reflect Elective Deferral Plan interest calculated on
an accrual rather than vested basis.

DETAILS OF ALL OTHER COMPENSATION FROM 2000 SUMMARY COMPENSATION TABLE

LIFE KEY PERSONAL ONE- TOTAL
DEFERRED ELECTIVE INSURANCE EMPLOYEE EXCESS TIME OTHER
CASH DEFERRAL ECONOMIC INSURANCE LIABILITY 401 DEFERED COMPEN
INTEREST CO MATCH BENEFIT PREMIUMS INSURANCE (K) AWARD -SATION
NAME ($) ($) ($) ($) ($) ($) ($)

M. D. Parker 0 0 1,927 0 815 0 0 2,742
A. A. Allemang 4,639 0 25,267 5,766 815 6,800 0 43,287
A. J. Carbone 19,902 10,200 29,895 11,156 815 6,800 260,650(a) 339,418
R. M. Gross 1,688 5,614 17,486 1,247 815 6,800 0 33,650
J. P. Reinhard 140 0 43,396 5,424 815 6,800 3,000,000(b) 3,056,575
W. S. Stavropoulos 27,014 10,200 60,152 23,133 815 6,800 0 128,114
L. J. Washington, Jr. 2,399 5,929 13,688 2,615 815 6,800 0 32,246

(a) Special award to recognize early deceleration from line
responsibilities and commencement of services as Vice Chairman.
Award deferred and to be paid in cash over 15 years following
retirement.

(b) Special retention incentive award to recognize individual
achievement and value to the Company. Award granted in the form
of phantom stock units under a deferred compensation plan. To be
paid in cash over ten years following retirement.

OPTION GRANTS IN 2000

INDIVIDUAL GRANTS

PERCENT
OF TOTAL
OPTIONS
NUMBER OF GRANTED
SECURITIES TO POTENTIAL REALIZABLE VALUE AT ASSUMED
UNDERLYING EMPLOYEES EXERCISE ANNUAL RATES OF STOCK PRICE APPRECIATION
OPTIONS IN OR BASE EXPIR- FOR 10-YEAR OPTION TERM (A)
GRANTED FISCAL PRICE ATION
NAME (#) YEAR ($/SHARE) DATE 0%($) 5%($) 10%($)

All Shareholders N/A N/A N/A N/A 0 15,321,716,802(b) 38,669,094,787(b)

All Optionees 10,468,350 $36.0208 02/16/10 0 237,559,355 599,554,563
1,200 $35.1875 03/01/10 0 26,602 67,138
1,200 $39.3958 04/03/10 0 29,783 75,167
2,100 $31.3750 07/03/10 0 41,509 104,761
5,000 $25.8750 09/01/10 0 81,506 205,706
10,477,850 100% 0(c) 237,738,755(c) 600,007,335(c)

All Optionees' Gain
as % of All N/A N/A N/A N/A N/A 1.6% 1.6%
Shareholders' Gain

M.D. Parker 210,000(d) 2.0% $36.0208 02/16/10 0 4,765,552 12,027,345

A.A. Allemang 150,000(d) 1.4% $36.0208 02/16/10 0 3,403,966 8,590,961

A.J. Carbone 210,000(d) 2.0% $36.0208 02/16/10 0 4,765,552 12,027,345

R.M. Gross 120,000(d) 1.1% $36.0208 02/16/10 0 2,723,172 6,872,769

J.P. Reinhard 210,000(d) 2.0% $36.0208 02/16/10 0 4,765,552 12,027,345

W.S. Stavropoulos 450,000(d) 4.3% $36.0208 02/16/10 0 10,211,897 25,772,882

L.J. Washington Jr.90,000(d) 0.9% $36.0208 02/16/10 0 2,042,379 5,154,576

(a) The dollar amounts under these columns are the result of
calculations at 0%, and at the 5% and 10% rates set by the
Securities and Exchange Commission and, therefore, are not
intended to forecast possible future appreciation, if any, of the
Company's stock price.

(b) Gain for all shareholders was determined from the $36.0208
exercise price applicable to options granted in 2000 to the named
executives based on the 675,170,607 shares outstanding on the
2/16/2000 grant date.

(c) No gain to the optionees is possible without stock price
appreciation, which will benefit all shareholders commensurately.
A 0% gain in stock price will result in zero dollars for the
optionee.

(d) This was a single grant made on 2/16/2000. Options vest in
three equal annual installments, beginning 2/16/2001.

PENSION PLANS

The Company provides the Dow Employees' Pension Plan (the "Plan")
for employees on its U.S. payroll and for employees of some of its
wholly owned U.S. subsidiaries. Because it is a defined benefit
plan, the amount of a retiree's pension is calculated using pay
and years of service as an employee, rather than by the market
value of the Plan assets, as in a defined contribution plan.

Upon normal retirement at age 65, a participant receives an annual
pension from the Plan subject to a statutory limitation. The
annual pension is the greater of (a) or (b):

(a) 1.6 percent of the employee's highest average credited
compensation for any three consecutive years, multiplied by the
employee's years of credited service up to 35 years, and by one-
half of the years of credited service in excess of 35 years. The
Plan contains a provision for an offset of the employee's primary
Social Security benefit, calculated using the method specified in
the Tax Reform Act of 1986.

(b) A benefit that is the sum of the employee's yearly basic and
supplemental accruals. Basic accruals equal the employee's
highest average credited compensation for any three consecutive
years multiplied by a percentage ranging from 4 percent to 18
percent dependent upon the employee's age in the years earned.
Supplemental accruals are for compensation in excess of a rolling
36-month average of the Social Security wage base. Supplemental
accruals range from 1 percent to 4 percent, based on the age of
the employee in the years earned.

The sum of the basic and supplemental accruals is divided by a
conversion factor to calculate the immediate monthly benefit. If
the employee terminates employment before age 65 and defers
payment of the benefit, the account balance calculated under this
formula (b) will be credited with interest, currently at 8 percent
per year.

The following table illustrates the annual pension benefits,
including those from the Executives' Supplemental Retirement Plan
or the Key Employees' Insurance Plan payable to executive
officers, calculated before the application of an offset of the
employee's primary Social Security benefit. The benefits shown
are single-life annuities for participants who retire at age 65.
While a single life annuity provides a higher retiree benefit,
most participants elect pensions with survivorship provisions.

ANNUAL PENSION BENEFITS

AVERAGE YEARS OF CREDITED SERVICE

PAY FOR
PENSION
PURPOSES 15 YRS. 20 YRS. 25 YRS. 30 YRS. 35 YRS. 40 YRS. 45 YRS.

700,000 239,000 302,000 351,000 384,000 402,000 406,000 406,000
800,000 274,000 346,000 402,000 440,000 461,000 465,000 465,000
900,000 309,000 390,000 453,000 496,000 520,000 524,000 524,000
1,000,000 343,000 434,000 504,000 552,000 578,000 583,000 583,000
1,100,000 378,000 478,000 555,000 608,000 637,000 643,000 643,000
1,200,000 413,000 522,000 606,000 664,000 696,000 702,000 702,000
1,300,000 448,000 566,000 657,000 720,000 754,000 761,000 761,000
1,400,000 482,000 610,000 708,000 776,000 813,000 820,000 820,000
1,500,000 517,000 654,000 759,000 832,000 872,000 880,000 880,000
1,600,000 552,000 698,000 810,000 888,000 931,000 939,000 939,000
1,700,000 587,000 742,000 861,000 944,000 989,000 998,000 998,000
1,800,000 622,000 786,000 912,000 1,000,000 1,048,000 1,057,000 1,057,000
1,900,000 656,000 830,000 964,000 1,056,000 1,107,000 1,117,000 1,117,000
2,000,000 691,000 874,000 1,015,000 1,112,000 1,165,000 1,176,000 1,176,000
2,100,000 726,000 918,000 1,066,000 1,168,000 1,224,000 1,235,000 1,235,000
2,200,000 761,000 962,000 1,117,000 1,224,000 1,283,000 1,294,000 1,294,000
2,300,000 796,000 1,007,000 1,168,000 1,280,000 1,341,000 1,354,000 1,354,000

For the persons named in the Summary Compensation Table, the years
of credited service and 2000 compensation covered by the pension
plans as of December 31, 2000, are: Messrs. Stavropoulos - 33.6
years, $2,236,660; Allemang - 35.6, $821,915; Carbone - 38.5,
$1,114,648; Gross - 26.2, $624,953; Reinhard - 30.2, $1,209,976;
Washington - 31.6, $596,323.

Mr. Parker participates in the Swiss Pension Plans, which have
different terms than the U.S. retirement plan. His pensionable
salary as of December 31, 2000, was 2,561,025 Swiss francs
(approximately $1,561,696). His total service is 32.3 years.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND DECEMBER 29, 2000, OPTION VALUES

NUMBER
OF SECURITIES NUMBER OF SECURITIES VALUE OF UNEXERCISED,
UNDERLYING UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS/SARS VALUE OPTIONS AT 12/29/2000 (#) 12/29/2000 ($)
EXERCISED REALIZED
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE

M.D. Parker 0 0 487,000 427,400 5,670,002 1,635,080
A.A. Allemang 0 0 232,500 295,500 2,355,998 1,104,733
A.J. Carbone 0 0 460,000 427,400 5,247,937 1,635,080
R.M. Gross 0 0 76,000 203,000 805,137 666,684
J.P. Reinhard 0 0 229,000 427,400 2,096,115 1,635,080
W.S. Stavropoulos 0 0 1,360,000 935,000 16,312,451 3,622,483
L.J. Washington Jr. 0 0 271,400 178,000 3,462,116 666,421

12/29/2000 Fair Market Value = $37.22

COMPENSATION OF DIRECTORS

DIRECTORS' FEES
Directors' fees are paid only to Directors who are not Dow
employees as follows:
-Board Service $45,000 annually
-Each Board Committee $8,000 annually
-Each Committee Chairmanship $8,000 annually

Nonemployee Directors receive a one-time grant of 4,500 shares of
the Company's common stock, subject to certain transfer
restrictions specified by the Compensation Committee. Mr. Ringler
received a grant in February 2001.

DEFERRED COMPENSATION PLAN
Nonemployee Directors may elect, prior to the start of any Board
year (from election or from the Annual Meeting to the next Annual
Meeting), to have all or part of their fees credited to a deferred
compensation account. At the election of the Director, this may
be a cash account or an account in units based on the value of Dow
common stock. Amounts credited to the Director's account will
accrue interest either equivalent to 125 percent of the 120-month
rolling average of the ten-year U.S. Treasury Note determined on
September 30 of the preceding year, or amounts equivalent to
dividends paid on Dow common stock. Such deferred amounts will be
paid in installments at the election of the Director, commencing
on the July 15 following the Director's termination of Board
membership, on the following July 15 or on July 15 of the calendar
year following the Director's 70th birthday. If the Director
remains on the Board beyond his or her 70th birthday, payments
shall start on the July 15 following termination
of Board membership.

OPTION GRANTS
Nonemployee Directors may receive grants of ten-year nonqualified
market-priced options for the purchase of Dow common stock. Such
grants may be made once every five years, for the ten-year
duration of the Option Plan. All options are subject to a three-
year incremental vesting schedule. The size of the option grants
is determined by a fixed formula based on the then current annual
retainer and price of Dow common stock, and grants are contingent
upon the Director owning increasingly larger amounts of Dow stock.

To be eligible to receive the third and final grant in 2004,
Directors who received both prior grants under the Option Plan
must hold 7,500 Dow shares; one prior grant, 6,000 Dow shares; and
new grantees, 4,500 Dow shares, holding such shares for at least a
year prior to the grant date.

STOCK INCENTIVE PLAN
As a substitute for a nonemployee Directors' pension plan
discontinued at the end of 1997, the Company has established a
nonemployee Directors' stock incentive plan. It provides annual
grants of ten-year non-qualified market-priced stock options, that
vest after completion of five years of Board service. However, no
options may be exercised earlier than one year from the date of
grant. The number of options granted to each eligible nonemployee
Director is determined according to a fixed formula that
calculates 45 percent of the prior year's average annual retainer
and fees for nonemployee Directors. This value is then divided by
the product of the Black-Scholes valuation of a ten-year option
and the market price of Dow stock on the date of grant. In 2000,
each nonemployee Director received an option grant for the
purchase of 3,450 shares of Dow common stock.

STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN OTHER PERSONS

The table below states beneficial ownership, as defined in Rule
13d-3 of the Securities Exchange Act of 1934, of Dow common stock
as of February 9, 2001, except as otherwise noted.

RIGHTS PERCENTAGE OF
TO ACQUIRE COMMON SHARES
SHARES OF DOW BENEFICIAL BENEFICIALLY
COMMON STOCK OWNERSHIP OF OWNED PLUS
RIGHTS TO
BENEFICIALLY SHARES OF DOW ACQUIRE
NAME OWNED* COMMON STOCK** OWNERSHIP**

DIRECTORS:

A.A. Allemang 86,031.6 321,485.0 ***
J.K. Barton 6,000.0 16,200.0 ***
A.J. Carbone 105,629.1(a) 588,151.0 ***
J.M. Cook 7,722.0(a) ***
J.C. Danforth 4,500.0 11,550.0 ***
W.D. Davis 6,150.0 15,450.0 ***
B.H. Franklin 8,247.8 16,200.0 ***
A.D. Gilmour 7,500.0 11,550.0 ***
R.M. Gross 27,831.1 138,817.0 ***
W.H. Joyce 495,822.3 2,209,512.0 ***
M.D. Parker 110,257.5(a) 674,572.0 ***
J.P. Reinhard 142,357.1(a) 357,013.0 ***
J.M. Ringler 5,286.0 23,519.0 ***
H.T. Shapiro 7,900.1 17,400.0 ***
W.S. Stavropoulos 310,755.1(a) 1,638,894.0 ***
P.G. Stern 10,500.0 17,400.0 ***
L.J. Washington Jr 40,994.5 325,387.0 ***

GROUP TOTAL 1,383,484.2(a) 6,383,100.0 ***

ALL DIRECTORS AND
EXECUTIVE OFFICERS
AS A GROUP 1,416,857.2(a) 6,618,671.0 ***

CERTAIN OTHER
OWNERS(b)
Capital Research 56,469,500(c) 8.30%
and Management
Company

AXA Financial, 44,675,567(c) 6.60%
Inc.

* In addition to shares held in sole name, these columns include
all shares held by the spouse and other members of the person's
immediate family who share that household with the named person.
These columns also include all shares held in trust for the
benefit of the named party or group in The Dow Chemical Company
Employees' Savings Plan. The named person may disclaim beneficial
ownership of some or all of the shares listed.

** This column includes any shares that the party or group could
acquire through April 10, 2001, by (a) exercise of an option
granted by Dow, (b) distribution of shares under a Deferred Stock
Agreement or (c) payment of any balance due under a subscription
in The Dow Chemical Company 2000-2001 Employees' Stock Purchase
Plan. The shares indicated in this column have not been issued
and cannot be voted.

*** Less than one percent.

(a) Directors Carbone, Cook, Parker, Reinhard and Stavropoulos are
all members of the Board's Finance Committee, which shares
investment and voting authority for stock held in the Dow
Employees' Pension Plan Trust ("DEPP"). As of February 9, 2001,
the DEPP beneficially owned 5,156,940 shares of Dow common stock.
The named individuals, and all other Directors and officers,
disclaim beneficial ownership of Dow common stock owned by the
DEPP.

(b) Certain information regarding the only beneficial owners of
more than five percent of the Company's voting securities known to
the Company.

(c) As reported in Schedules 13G dated as of December 29, 2000,
filed by Capital Research and Management Company (333 South Hope
Street, Los Angeles, CA 90071) and AXA Financial, Inc. (1290
Avenue of the Americas, New York, NY 10104) in their roles as
investment advisors and brokers/dealers for various clients.

STOCKHOLDER RETURN

The charts below illustrate cumulative total return to Dow
stockholders for certain periods of time. They depict a
hypothetical $100 investment in Dow common stock on December 31 of
the first year of the charts, and show the increased value of that
investment over time until December 31 of the final year, with all
dividends reinvested in stock. Hypothetical investments of $100
in the Standard & Poor's 500 Stock Index and the Standard & Poor's
Chemicals - 500 Index are shown in comparison.

Five-Year Cumulative Total Return

DOW CHEMICAL S&P 500 S&P CHEMICALS
1995 $100.00 $100.00 $100.00
1996 $115.80 $122.95 $132.08
1997 $155.67 $163.96 $162.33
1998 $144.81 $210.81 $147.85
1999 $219.32 $255.16 $193.40
2000 $187.06 $231.93 $161.78

Ten-Year Cumulative Total Return

DOW S&P 500 S&P CHEMICALS
1990 $100.00 $100.00 $100.00
1991 $118.94 $130.40 $130.41
1992 $132.50 $140.33 $142.87
1993 $137.59 $154.45 $159.78
1994 $169.45 $156.49 $184.99
1995 $184.21 $215.25 $241.63
1996 $213.30 $264.65 $319.13
1997 $286.76 $352.91 $392.23
1998 $266.74 $453.75 $357.25
1999 $404.00 $549.22 $467.30
2000 $344.58 $499.23 $390.90

The form of the charts above is in accordance with SEC
requirements. Stockholders are cautioned against drawing any
conclusions from the data contained therein, as past results are
not necessarily indicative of future performance. These charts do
not reflect the Company's forecast of future financial
performance.

OTHER INFORMATION

FUTURE STOCKHOLDER PROPOSALS
If you wish to submit a proposal to be considered for inclusion in
the proxy material for next year's Annual Meeting, please send it
to the Office of the Corporate Secretary.* Under the rules of the
Securities and Exchange Commission, proposals must be received no
later than November 21, 2001.

NOMINATIONS FOR DIRECTOR
The Committee on Directors will continue its long standing
practice of accepting stockholders' suggestions of candidates to
consider as potential Board members, as part of the Committee's
periodic review of the size and composition of the Board and its
committees. Such recommendations may be sent to the Committee on
Directors through the Office of the Corporate Secretary.*

Under the Company's Bylaws, stockholders wishing to formally
nominate a person for election as a Director at the next Annual
Meeting must notify the Office of the Corporate Secretary* between
November 21, 2001, and January 20, 2002. Such notices must comply
with the provisions set forth in the Bylaws. A copy of the
relevant provisions of the Bylaws will be sent without charge to
any stockholder who requests it in writing. Such requests should
be addressed to the Office of the Corporate Secretary.*

NOTIFICATION OF FUTURE ANNUAL MEETING BUSINESS
Under the Company's Bylaws, if you wish to raise items of proper
business at an Annual Meeting you must give advance written
notification to the Office of the Corporate Secretary.* For the
2002 Annual Meeting, written notice must be given between November
21, 2001, and January 20, 2002. Such notices must comply with the
Bylaws provisions and include your name and address,
representation that you are a holder of common stock entitled to
vote at such Meeting and intend to appear in person or by proxy at
the Meeting, disclosure of any material interest in such business,
description of the business proposed, and the reasons for
conducting such business. A copy of the relevant provisions of
the Bylaws will be sent without charge to any stockholder who
requests it in writing. Such requests should be addressed to the
Office of the Corporate Secretary.*

ADDITIONAL INFORMATION AVAILABLE
Dow's Proxy Statement and Annual Report are posted on Dow's
website: http://www.dow.com in both HTML and PDF formats. The
annual report on Form 10-K is also available on the website.
Printed copies of each of these documents will be sent without
charge to any stockholder sending a written request to Dow's stock
transfer agent: EquiServe, P.O. Box 43016, Providence, RI 02940-
3016.

OTHER MATTERS
The Board does not intend to present any business at the Meeting
not described in this Proxy Statement. The enclosed proxy voting
form confers upon the persons designated to vote the shares
represented thereby discretionary authority to vote such shares in
accordance with their best judgment with respect to all matters
that may come before the Meeting in addition to the scheduled
items of business, including any stockholder proposal omitted from
the Proxy Statement and form of proxy, pursuant to the proxy rules
of the Securities and Exchange Commission, and matters incident to
the conduct of the Meeting. At the time this Proxy Statement went
to press, the Board of Directors was not aware of any other matter
that may properly be presented for action at the Meeting, but the
enclosed proxy form confers the same discretionary authority with
respect to any such other matter.

/s/Tina S. Van Dam
Midland, Michigan
Assistant Secretary of the Company
March 21, 2001

*The address is:
Office of the Corporate Secretary
The Dow Chemical Company
2030 Dow Center
Midland, MI 48674

APPENDIX

List of Photos of Directors and Omitted Graphics

Photo 1 Photograph of Arnold A. Allemang

Photo 2 Photograph of John C. Danforth

Photo 3 Photograph of Allan D. Gilmour

Photo 4 Photograph of James M. Ringler

Photo 5 Photograph of William S. Stavropoulos

Photo 6 Photograph of Jacqueline K. Barton

Photo 7 Photograph of Anthony J. Carbone

Photo 8 Photograph of J. Michael Cook

Photo 9 Photograph of Willie D. Davis

Photo 10 Photograph of Barbara Hackman Franklin

Photo 11 Photograph of William H. Joyce

Photo 12 Photograph of Michael D. Parker

Photo 13 Photograph of J. Pedro Reinhard

Photo 14 Photograph of Harold T. Shapiro

Photo 15 Photograph of Paul G. Stern

PERFORMANCE GRAPHS - Values provided for EDGAR only but
shareholders given line graph.

A. Five-Year Cumulative Total Return

B. Ten-Year Cumulative Total Return

----------------------------------REGISTERED----------------------

THE DOW CHEMICAL COMPANY

2001 Annual Meeting of Stockholders

TICKET OF ADMISSION

Doors will open at 12:30 p.m.

-----------------------------perforation-------------------------

You are cordially invited to attend the 104th Annual Meeting of
Stockholders of The Dow Chemical Company. It will be held on
Thursday, May 10, 2001, 2 p.m., at the Midland Center for the
Arts, 1801 West St. Andrews at Eastman, Midland, Michigan.

A ticket is required for admission. To attend the Annual Meeting,
simply check the box on the proxy voting form to validate your
ticket and indicate that you plan to attend. Please keep the
ticket above, bring it with you to the Annual Meeting and present
it at the door. Stockholders without tickets will be directed to
the registration area. This ticket is not transferable.

We hope you are able to attend.

Hearing amplification devices will be available.
Cameras and recording devices are not permitted at the Meeting.

-----------------------------perforation-------------------------

2001 ANNUAL MEETING OF STOCKHOLDERS The Dow Chemical
Company

THIS CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints H. T. Shapiro, P. G. Stern and J.
P. Reinhard, jointly and severally, proxies, with full power of
substitution, to vote all the shares of common stock of THE DOW
CHEMICAL COMPANY that the undersigned may be entitled to vote at
the Annual Meeting of Stockholders to be held at the Midland
Center for the Arts, 1801 West St. Andrews, Midland, Michigan, on
Thursday, May 10, 2001, at 2 p.m., and at any adjournment thereof,
on the following matters and upon such other business as may
properly come before the Meeting.

SUCH PROXIES ARE DIRECTED TO VOTE AS SPECIFIED ON THE REVERSE
SIDE, OR IF NO SPECIFICATION IS MADE, FOR THE ELECTION OF FIVE
DIRECTORS AS LISTED BELOW, FOR AGENDA ITEM 2, AND TO VOTE IN
ACCORDANCE WITH THEIR DISCRETION ON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING. TO VOTE IN ACCORDANCE WITH THE
BOARD OF DIRECTORS' RECOMMENDATIONS, JUST SIGN AND DATE ON THE
REVERSE SIDE - NO VOTING BOXES NEED TO BE CHECKED.

Agenda Item 1: The election of five Directors: (01) Arnold A.
Allemang, (02) John C. Danforth, (03) Allan D.
Gilmour, (04) James M. Ringler, (05) William S.
Stavropoulos.

Agenda Item 2: Ratification of the appointment of Deloitte and
Touche LLP as Dow's independent auditors for 2001.

YOU MAY SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES ON
THE REVERSE SIDE, BUT YOU NEED NOT MARK ANY VOTING BOXES IF YOU
WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS'
RECOMMENDATIONS. The Proxy Committee cannot vote your shares
unless you sign, date and return this card, or vote electronically
as explained on the reverse side.

If voting by mail, please sign, date and promptly return this
proxy form in the enclosed envelope to the tabulating agent:
EquiServe, P.O. Box 9371, Boston, MA 02205-9941

TICKET OF ADMISSION
2001 ANNUAL MEETING OF STOCKHOLDER
Midland Center for the Arts
1801 West St. Andrews, Midland, Michigan
May 10, 2001 - 2 p.m.

-----------------------------perforation-------------------------

THREE WAYS YOU CAN VOTE

VOTE BY PHONE - 1-877-779-8683
1. Read the accompanying Proxy
Statement and this card.
2. Call toll-free 1-877-799-
8683 (U.S. and Canada only). A vote by phone or Internet
3. Enter your 14-digit control authorizes the named proxies to
number, located above your vote your shares just as if you
name on the proxy card below. had completed and mailed this
4. Follow the simple recorded card. DO NOT RETURN THIS CARD IF
instructions. YOU VOTE BY TELEPHONE OR
INTERNET.
VOTE BY INTERNET -
WWW.EPROXYVOTE.COM/DOW
1. Read the accompanying Proxy Your Dow Annual Report and Proxy
Statement and this card. Statement are either enclosed or
2. Go to the website have been delivered to you
WWW.EPROXY.COM/DOW electronically by email. You may
3. Enter your 14-digit control access both documents at
number, located above your http://www.dow.com/2001meeting
name on the proxy card below.
4. Follow the simple
instructions.

VOTE BY MAIL:
1. Mark, sign and date this
card.
2. Return it in the enclosed
postage-paid envelope.

DETACH PROXY CARD TO MAIL.
-----------------------------perforation-------------------------

X PLEASE MARK VOTES AS IN THIS EXAMPLE.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR AGENDA ITEMS 1 AND
2.

AGENDA ITEM 1: Election of five Directors:
(01) Arnold A. Allemang (02) John C. Danforth (03) Allan D.
Gilmour (04) James M. Ringler (05) William S. Stavropoulos

FOR ALL ___ FOR ALL EXCEPT" ____ WITHHOLD ALL ____

To withhold authority to vote for a candidate(s), mark FOR ALL
EXCEPT and write the nominee's number(s) or name(s) here: ____

AGENDA ITEM 2: Ratification of the appointment of Deloitte and
Touche LLP as Dow's independent auditors for 2001.

FOR _______ AGAINST _______ ABSTAIN _______

I/We plan to attend the Annual Meeting. __________

I have made comments on this card or an attachment
or have marked an address change. __________

This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned. IF NO DIRECTION IS GIVEN,
THIS PROXY WILL BE VOTED FOR ALL THE CANDIDATES AND FOR AGENDA
ITEM 2. THE PROXIES ARE AUTHORIZED TO VOTE IN ACCORDANCE WITH
THEIR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF. The undersigned hereby
revokes all proxies heretofore given by the undersigned to vote at
said meeting and at any adjournment thereof.

Signature _______ Date _________

PLEASE SIGN THIS PROXY AS THE NAME(S) APPEAR ABOVE. WHEN SIGNING
AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE, OR GUARDIAN, PLEASE
GIVE FULL NAME AS SUCH.

---------------------------VOTING INSTRUCTION CARD---------------

THE DOW CHEMICAL COMPANY

2001 Annual Meeting of Stockholders

TICKET OF ADMISSION

Doors will open at 12:30 p.m.

-----------------------------perforation-------------------------

We hope you are able to attend.

Hearing amplification devices will be available.
Cameras and recording devices are not permitted at the Meeting.

-----------------------------perforation-------------------------

2001 ANNUAL MEETING OF STOCKHOLDERS The Dow Chemical
Company

CONFIDENTIAL VOTING INSTRUCTION CARD

The undersigned hereby directs the applicable Trustee to vote all
shares of common stock of THE DOW CHEMICAL COMPANY ("Dow")
credited to the undersigned's account in The Dow Chemical Company
Employees' Savings Plan, The Dow Company Stock Ownership Plan, the
Dow AgroSciences Employee Savings Plan, The Savings and Investment
Program for Employees of Union Carbide Corporation and
Participating Subsidiary Companies, the Union Carbide Corporation
Stock Ownership Plan and/or the DH Compounding Savings and
Retirement Plan ("the Plan" or "the Plans") as of the record date
for the Annual Meeting of Stockholders of The Dow Chemical Company
to be held on May 10, 2001, at 2 p.m. and at any adjournment
thereof, on the following matters and upon such other business as
may properly come before the Meeting. Dow has instructed the
Trustees and their agents not to disclose to the Dow board or
management how individuals in the Plans have voted.

THE APPLICABLRE TRUSTEE IS DIRECTED TO VOTE AS SPECIFIED ON THE
REVERSE SIDE, OR IF NO SPECIFICATION IS MADE FOR THE ELECTION OF
FIVE DIRECTORS, AND FOR AGENDA ITEMS 2, AND TO VOTE IN ACCORDANCE
WITH ITS DISCRETION OF SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING. TO VOTE IN ACCORDANCE WITH THE DOW BOARD OF
DIRECTORS' RECOMMENDATIONS JUST SIGN AND DATE ON THE REVERSE SIDE-
NO VOTING BOXES EED TO BE CHECKED. IF NO INSRUCTIONS ARE
PROVIDED, TE APPLICABLE TRUSTEE WILL VOTE THE RESPECTIVE PLAN
SHARES ACCORDING TO THE PROVISIONS OF THE APPLICABLE PLAN
DOCUMENTS.

Agenda Item 1: The election of five Directors: (01) Arnold A.
Allemang, (02) John C. Danforth, (03) Allan D.
Gilmour, (04) James M. Ringler, (05) William S.
Stavropoulos.

Agenda Item 2: Ratification of the appointment of Deloitte and
Touche LLP as Dow's independent auditors for 2001.

To provide voting instruction by mail, please sign, date and
promptly return this proxy form in the enclosed envelope to the
tabulating agent EquiServe, P.O. Box 9371, Boston, MA 02205-9941

TICKET OF ADMISSION
2001 ANNUAL MEETING OF STOCKHOLDER
Midland Center for the Arts
1801 West St. Andrews, Midland, Michigan
May 10, 2001 - 2 p.m.

-----------------------------perforation-------------------------

THREE WAYS YOU CAN VOTE

VOTE BY INTERNET -
WWW.EPROXYVOTE.COM/DOW
1. Read the accompanying Proxy Your Dow Annual Report and Proxy
Statement and this card. Statement are either enclosed or
2. Go to the website have been delivered to you
WWW.EPROXY.COM/DOW electronically by email. You may
3. Enter your 14-digit control access both documents at
number, located above your http://www.dow.com/2001meeting
name on the voting instruction
card below.
4. Follow the simple
instructions.

VOTE BY MAIL:
1. Mark, sign and date this
card.
2. Return it in the enclosed
postage-paid envelope.

DETACH PROXY CARD TO MAIL.
-----------------------------perforation-------------------------

X PLEASE MARK VOTES AS IN THIS EXAMPLE.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR AGENDA ITEMS 1 AND
2.

AGENDA ITEM 1: Election of five Directors:
(01) Arnold A. Allemang (02) John C. Danforth (03) Allan D.
Gilmour (04James M. Ringler (05) William S. Stavropoulos

FOR ALL ___ FOR ALL EXCEPT: ____ WITHHOLD ALL: ____

To withhold authority to vote for a candidate(s), mark FOR ALL
EXCEPT and write the nominee's number(s) or name(s) here: ____

AGENDA ITEM 2: Ratification of the appointment of Deloitte and
Touche LLP as Dow's independent auditors for 2001.

FOR _______ AGAINST _______ ABSTAIN _______

I/We plan to attend the Annual Meeting. __________

I have made comments on this card or an attachment
or have marked an address change. __________

This voting instruction card, when properly executed, will be
voted in the manner directed herein by the undersigned. IF NO
DIRECTION IS GIVEN, THESE PLAN SHARES WILL BE VOTED FOR ALL THE
CANDIDATES AND FOR AGENDA ITEM 2. THE TRUSTEES(S) ARE AUTHORIZED
TO VOTE IN ACCORDANCE WITH THEIR DISCRETION ON SUCH OTHER MATTERS
AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT
THEREOF. The undersigned hereby revokes all voting instructions
heretofore given by the undersigned to vote at said meeting and at
any adjournment thereof.

Signature _______ Date _________

PLEASE SIGN THIS VOTING INSTRUCTION CARD AS THE NAME APPEAR ABOVE.
WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE, OR
GUARDIAN, PLEASE GIVE FULL NAME AS SUCH.