SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 DOW CHEMICAL CO (NAME OF ISSUER) COMMON STOCK, $2.50 par value (TITLE OF CLASS OF SECURITIES) 260543103 --------- (CUSIP NUMBER) Check the following box if a fee is being paid with this statement [X] CUSIP NUMBER 260543103 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON ---------------------------------------------------- THE ROYAL BANK OF SCOTLAND GROUP PLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ------------------------------------------------ (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANISATION SCOTLAND 5. SOLE VOTING POWER ----------------- NUMBER OF 157,545 - A --------- 55,202,400 - B 5,790 - C 600 - D SHARES BENEFICIALLY 6. SHARED VOTING POWER OWNED BY ------------------- EACH 0 REPORTING PERSON WITH 7. SOLE DISPOSITIVE POWER ----------- ---------------------- 5,500 - A 5,790 - C 600 - D 8. SHARED DISPOSITIVE POWER ------------------------ 144,389 - A 55,202,400 - B 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON ------------------------------------------------------------ 162,345 - A (Citizens Bank) 55,202,400 - B (United States Trust Company) 5,790 - C (Coutts & Co) 600 - D (NatWest Stockbrokers Ltd) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES -------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) ------------------------------------------------- 8.16% 12. TYPE OF REPORTING PERSON BK, HC Item 1 (a) Name of Issuer: ------ DOW CHEMICAL CO (b) Address of Issuer's Principal Executive Office: 2030 DOW CTR, MIDLAND MI, 48674 Item 2 (a) Name of Person Filing: ------ THE ROYAL BANK OF SCOTLAND GROUP PLC (b) Address of Principal Business Office: 42 ST ANDREWS SQUARE EDINBURGH EH2 2YE (c) Citizenship (i.e. Place of Organisation) SCOTLAND (d) Title of Class of Securities: COMMON STOCK, $2.50 PAR VALUE (e) CUSIP Number 260543103 Item 3 If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or Dealer registered under Section 15 of the Act (b) [ ] Bank as defined in Section 3(a) (6) of the Act (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act (d) [ ] Investment Company registered under Section 8 of the Investment Company Act (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see S240.13d-1 (b) (1) (ii) (F) (g) [X] Parent Holding Company, in accordance with Section 240.13d-1 (b) (1) (ii) (G) (h) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H) Item 4 Ownership. ------ (a) [ ] Currently Beneficially Owned: 162,345 - A 55,202,400 - B 5,790 - C 600 - D (b) Percent of Class: 8.16% (c) Number of Shares as to which such person has: (i) sole power to vote or to direct the vote 157,545 - A 55,202,400 - B 5,790 - C 600 - D (ii) shared power to vote or to direct the vote 0 (iii) sole power to dispose or to direct the disposition of 5,500 - A 5,790 - C 600 - D (iv) shared power to dispose or to direct the disposition of 144,389 - A 55,202,400 - B Item 5 Ownership of Five Percent or Less of a Class ------ If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner more than five percent of the class of securities, check the following [ ]. Item 6 Ownership of more than Five Percent on behalf of another ------ person UNITED STATES TRUST COMPANY Item 7 Identification and Classification of the Subsidiary Which ------ Acquired the Security Being Reported on by the Parent Holding Company A - CITIZENS BANK B - UNITED STATES TRUST COMPANY C - COUTTS & CO D - NATWEST STOCKBROKERS LTD IA Item 8 Identification and Classification of Members of the Group ------ Not applicable Item 9 Notice of Dissolution of the Group ------ Not applicable Item 10 Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. FEBRUARY 13, 2001 THE ROYAL BANK OF SCOTLAND GROUP PLC By: ------------------------------------- NAME: William David Reid Swanney TITLE: Director, Group Compliance