As filed with the Securities and Exchange Commission on November 15, 2002.
                                                      Registration No. 333-91228
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 ---------------
                         Post-Effective Amendment No. 1
                        filed pursuant to Rule 462(d) to
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 ---------------

                            THE DOW CHEMICAL COMPANY
             (Exact name of registrant as specified in its charter)

            Delaware                                   38-1285128
 (State or other jurisdiction of           (I.R.S. Employer Identification No.)
  incorporation or organization)

                                 2030 Dow Center
                             Midland, Michigan 48674
                                 (989) 636-1000
       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)

                                  Tina Van Dam
                               Corporate Secretary
                            The Dow Chemical Company
                                 2030 Dow Center
                             Midland, Michigan 48674
                                 (989) 636-1000
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                                 ---------------
                                   A copy to:

                                 Edward S. Best
                            Mayer, Brown, Rowe & Maw
                            190 South LaSalle Street
                             Chicago, Illinois 60603
                                 (312) 782-0600

                                 ---------------

     Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.

     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]



                                EXPLANATORY NOTE

     This Post-Effective Amendment No. 1 to the Registration Statement on Form
S-3 (File No. 333-91228) of The Dow Chemical Company is filed pursuant to Rule
462(d) solely to add certain exhibits not previously filed with respect to the
Registration Statement.

                                      II-1



                PART II -- INFORMATION NOT REQUIRED IN PROSPECTUS



Item 16.  Exhibits

     Exhibit
     Number                              Description
     ------                              -----------

     1.1       Underwriting Agreement, dated as of November 6, 2002, among The
               Dow Chemical Company, Salomon Smith Barney Inc., Bank One Capital
               Markets, Inc., Deutsche Bank Securities Inc., BNY Capital
               Markets, Inc., Mizuho International plc, SG Cowen Securities
               Corporation, Tokyo-Mitsubishi International plc and Wachovia
               Securities, Inc.

     4.9       Form of Global Note for 5.75% Notes due 2009

     5.2       Opinion of Charles J. Kalil, Assistant General Counsel of Dow

     23.4      Consent of Charles J. Kalil (included in Exhibit 5.2)


                                      II-2



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this post-effective
amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of Midland, State of
Michigan, on November 15, 2002.

                                THE DOW CHEMICAL COMPANY


                                By:         /s/ J. Pedro Reinhard
                                   ---------------------------------------------
                                               J. Pedro Reinhard
                                     Director, Executive Vice President and
                                             Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment to the registration statement has been signed by the
following persons in the capacities indicated on November 15, 2002:


                                Director, President and Chief Executive Officer
                                (principal executive officer)
               *
   -------------------------
   M. D. Parker

                                Director, Executive Vice President and Chief
                                Financial Officer (principal financial officer)
               *
   -------------------------
   J. P. Reinhard

                                Vice President and Controller (Principal
               *                Accounting Officer)
   -------------------------
   F. H. Brod


               *                Director and Executive Vice President
   -------------------------
   A. A. Allemang


               *                Director
   -------------------------
   J. K. Barton


               *                Director and Vice Chairman of the Board
   -------------------------
   A. J. Carbone


               *                Director
   -------------------------
   J. M. Cook


               *                Director
   -------------------------
   J. C. Danforth




                     *               Director
     -----------------------------
     W. D. Davis


                     *               Director
     -----------------------------
     B. H. Franklin


                     *               Director
     -----------------------------
     J. M. Ringler


                     *               Director
     -----------------------------
     H. T. Shapiro


                     *               Director and Chairman of the Board
     -----------------------------
     W. S. Stavropoulos


                     *               Director
     -----------------------------
     P. G. Stern


* By:    /s/ J. Pedro Reinhard
     -----------------------------
         J. Pedro Reinhard
         Attorney-in-Fact




                                  EXHIBIT INDEX


Exhibit
Number                                   Description
------                                   -----------

 1.1       Underwriting Agreement, dated as of November 6, 2002, among The
           Dow Chemical Company, Salomon Smith Barney Inc., Bank One Capital
           Markets, Inc., Deutsche Bank Securities Inc., BNY Capital
           Markets, Inc., Mizuho International plc, SG Cowen Securities
           Corporation, Tokyo-Mitsubishi International plc and Wachovia
           Securities, Inc.

 4.9       Form of Global Note for 5.75% Notes due 2009

 5.2       Opinion of Charles J. Kalil, Assistant General Counsel of Dow

 23.4      Consent of Charles J. Kalil (included in Exhibit 5.2)