On August 7, 2009, The Dow Chemical Company (the "Company") completed the sale and issuance (the "Offering") of $2.75 billion in aggregate principal amount of notes consisting of $1,250,000,000 principal amount of 4.85% Notes due 2012 (the "Notes due 2012"), $1,250,000,000 principal amount of 5.90% Notes due 2015 (the "Notes due 2015") and $250,000,000 principal amount of Floating Rate Notes due 2011 (the "Floating Rate Notes"). The Offering was made pursuant to an Underwriting Agreement (the "Underwriting Agreement") among the Company and the underwriters named therein.

The Offering has been registered under the Securities Act of 1933, as amended, pursuant to the Company's effective registration statement on Form S-3 (File No. 333-140859) (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission"). The Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference into this Report and the Registration Statement.

The Company intends to use the proceeds from the Offering to repay a portion of the Company's borrowings under its Term Loan Agreement, dated as of September 8, 2008, and as amended by the First Amendment, dated as of March 4, 2009 (the "Term Loan Agreement") and for refinancings, renewals, replacements and refundings of outstanding indebtedness. Certain of the Underwriters are affiliated with lenders under the Company's Term Loan Agreement. The forms of the Notes due 2012, the Notes due 2015 and the Floating Rate Notes are attached as Exhibits 4.1, 4.2, and 4.3, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Report and the Company's Registration Statement.

(d) Exhibits

         Exhibit No.   Description
         1.1           Underwriting Agreement, dated as of August 4, 2009

         4.1           Form of 4.85% Notes due 2012

         4.2           Form of 5.90% Notes due 2015

         4.3           Form of Floating Rate Notes due 2011