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
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Weideman William H
2. Date of Event Requiring Statement (Month/Day/Year)
05/01/2006
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)
Vice President & Controller
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MIDLAND, MI 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 48,806.109
D
 
Common Stock 1,265.607
I
by 401(k) Plan
Common Stock 1,453.691
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)
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.

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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) (1)   (2) 02/12/2007 Common Stock 4,500 $ 26.6458 D  
Non-Qualified Stock Option (right to buy) (1)   (3) 02/27/2008 Common Stock 9,000 $ 30.5208 D  
Non-Qualified Stock Option (right to buy) (1)   (4) 02/16/2009 Common Stock 12,000 $ 31.1042 D  
Non-Qualified Stock Option (right to buy) (1)   (5) 02/16/2010 Common Stock 15,000 $ 36.0208 D  
Non-Qualified Stock Option (right to buy) (1)   (6) 03/02/2011 Common Stock 6,000 $ 33.94 D  
Non-Qualified Stock Option (right to buy) (1)   (7) 02/15/2012 Common Stock 7,500 $ 30.425 D  
Non-Qualified Stock Option (right to buy) (1)   (8) 02/14/2013 Common Stock 12,250 $ 27.4 D  
Non-Qualified Stock Option (right to buy) (1)   (9) 02/13/2014 Common Stock 11,670 $ 43.49 D  
Non-Qualified Stock Option (right to buy) (1)   (10) 02/18/2015 Common Stock 13,340 $ 53.525 D  
Non-Qualified Stock Option (right to buy) (1)   (11) 03/01/2016 Common Stock 16,190 $ 43.675 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Weideman William H
2030 DOW CENTER
MIDLAND, MI 48674
      Vice President & Controller  

Signatures

William H. Weideman, Vice President & Controller 05/04/2006
**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 options vest in three equal annual installments beginning on February 12, 1998.
(3) The options vest in three equal annual installments beginning on February 27, 1999.
(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.
(11) The options vest in three equal annual installments beginning on March 1, 2007.

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.