FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

OMB APPROVAL

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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 Number: 3235-0287
Expires: January 31, 2005
Estimated average burden
hours per response. . .0.5

Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person* Washington, Lawrence J., Jr.	2. Issuer Name and Ticker or Trading Symbol The Dow Chemical Company (DOW)		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Corporate Vice President
(Last) (First) (Middle) 2030 Dow Center	3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)	4. Statement for Month/Day/Year 12/1514/03
(Street) Midland, MI 48674		5. If Amendment, Date of Original (Month/Day/Year)	7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person
(City) (State) (Zip)	Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Trans- action Date (Month/ Day/ Year)	2A. Deemed Execution Date, if any (Month/Day/ Year)	3. Trans- action Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 & 5)			5. Amount of Securities Beneficially Owned Follow- ing Reported Transactions(s) (Instr. 3 & 4)	6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/15/03		M		39,000.000	A	$19.1875		D
Common Stock	01/15/03		F		24,245.000	D	$30.8650		D
Common Stock	01/15/03		F(1)		4,903.000	D	$30.8650		D
Common Stock	01/15/03		J(2)		9,852.000	D		20,891.000	D
Common Stock								4,500.195	I	by 401(k) Plan
Common Stock								793.931	I	by 401(k) Plan ESOP
Common Stock	01/15/03		J(2)		9,852.000	A		30,609.000	I	by Spouse
Common Stock								24.000	I	daughter's custodian

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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

FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conver- sion or Exercise Price of Derivative Security

3. Trans- action Date (Month/ Day/ Year)

3A. Deemed Execution Date, if any (Month/ Day/ Year)

4. Trans- action Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 & 5)

6. Date Exercisable and Expiration Date (Month/Day/ Year)

7. Title and Amount of Underlying Securities (Instr. 3 & 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exer-cisable

Expira- tion Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)(3)

$19.1875

1/15/03

39,000

02/10/94

02/10/03

Common Stock(4)

39,000.000

0.000

Non-Qualified Stock Option (right to buy)(1)

$27.40

02/14/03

27,500.000

(2)

02/14/13

Common Stock

27,500.000

Explanation of Responses: (1) ~~Shares~~The ~~withheld~~plan pursuant to ~~tax~~which ~~withholding~~the ~~rights~~reported ~~under~~grant ~~award~~was ~~and~~made ~~option~~provides ~~plans~~for intax awithholding ~~transaction exempt under Rule 16b-3~~rights.(2) ~~Change~~The inoptions ~~form~~vest ofin ~~ownership.(3)~~three ~~Granted~~equal ~~under~~annual ~~The~~installments ~~Dow~~beginning ~~Chemical~~on ~~Company~~February ~~1988 Award and Option Plan~~14, ~~a Rule 16b-3 plan~~2004.~~(4) The plan pursuant to which the reported grant was made provides for tax withholding rights.~~

By: /s/ Lawrence J. Washington, Jr. Lawrence J. Washington, Jr. **Signature of Reporting Person 12/1518/03 Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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

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 Number.

Filing Compare · WASHINGTON LAWRENCE J JR