Item 5.03 Amendment to Articles of Incorporation or By-Laws; Change in Fiscal Year

On July 8, 2009, the board of directors of The Dow Chemical Company (the "Company") adopted resolutions approving an amendment to the Company's Restated Certificate of Incorporation by way of a certificate of elimination (the "Certificate of Elimination") for the Company's Cumulative Perpetual Preferred Stock, Series B, par value $1.00 per share (the "Series B Preferred Stock"), and Cumulative Convertible Perpetual Preferred Stock, Series C, par value $1.00 per share ("Series C Preferred Stock"). As previously disclosed, all shares of the Series B Preferred Stock have been repurchased by the Company and all shares of the Series C Preferred Stock have been converted into shares of the Company's common stock. On July 27, 2009, the Company filed the Certificate of Elimination with the Secretary of State of the State of Delaware, which is the effective date of the amendment. The filing of the Certificate of Elimination was authorized by the board of directors of the Company in accordance with the General Corporation Law of the State of Delaware.

The Certificate of Elimination has the effect of: (a) eliminating the previously designated 2,500,000 shares of Series B Preferred Stock and 500,000 shares of Series C Preferred Stock, none of which were outstanding at the time of the filing; (b) upon such elimination, causing such Series B Preferred Stock and Series C Preferred Stock to resume the status of authorized and unissued shares of preferred stock, par value $1.00 per share, of the Company, without designation as to series; and (c) eliminating from the Company's Restated Certificate of Incorporation all references to, and all matters set forth in, the certificates of designations for the Series B Preferred Stock and the Series C Preferred Stock. The Certificate of Elimination is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

3.1 Certificate of Elimination

---