Item 1.01 Entry into a Material Definitive Agreement

As previously disclosed, on May 26, 2009, The Dow Chemical Company (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with certain trusts established by members of the Haas family as selling stockholders, Credit Suisse Securities (USA) LLC as the underwriter (the "Underwriter"), and Credit Suisse International, in its capacity as agent for the Underwriter (the "Underwriter Affiliate"), pursuant to which the Underwriter Affiliate will conduct a forward sale offering (the "Forward Sale Offering") by borrowing from one or more third party stock lenders shares of the Company's common stock and selling such shares over the 10 full trading day period commencing on and including May 26, 2009 and expected to end on June 8, 2009.

The Forward Sale Offering has been registered under the Securities Act of 1933, as amended, pursuant to the Company's effective shelf registration statement on Form S-3 (Registration No. 333-140859) (the "Registration Statement"). 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.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

1.1 Underwriting Agreement, dated May 26, 2009

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