Item 3.02 Unregistered Sales of Equity Securities

On June 9, 2009, The Dow Chemical Company (the "Company") issued 30,997,900 shares of the Company's common stock, par value $2.50 per share (the "Common Stock") to certain trusts established by members of the Haas family (the "Haas Trusts"), upon the automatic conversion of 500,000 shares of the Company's Cumulative Convertible Perpetual Preferred Stock, Series C (the "Preferred Stock") held by the Haas Trusts. Pursuant to the terms set forth in the certificate of designations relating to the Preferred Stock, as amended, the number of shares of Common Stock issued upon such conversion was determined by dividing the sum of one-tenth of the liquidation preference of each share of Preferred Stock by 95% of the volume-weighted average price per share of the Common Stock for each of the trading days within the 10 full trading day period commencing on and including May 26, 2009. The Haas Trusts sold all of the 30,997,900 shares of Common Stock in connection with a forward sale offering conducted pursuant to a prospectus supplement previously filed by the Company. The forward sale offering was completed on June 9, 2009. Following the issuance of the Common Stock upon the conversion of the Preferred Stock, such shares will be included in the Company's calculation of both the basic and diluted earnings per share beginning on June 9, 2009. In connection with the issuance of Common Stock upon conversion of the Preferred Stock, the Company relied on the exemption from registration afforded by Section 3(a)(9) of the Securities Act of 1933, as amended.

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