Item 8.01. Other Events.

On October 6, 2009, The Dow Chemical Company (the "Company") entered into a Selling Agent Agreement dated October 6, 2009 by and among the Company, Incapital LLC (as Purchasing Agent) and the agents named therein with respect to the sale by the Company of up to $500,000,000 of its InterNotes®.

Attached as exhibits to this Form 8-K are certain documents in connection with the Company's InterNotes program for incorporation by reference in the Company's Registration Statement on Form S-3 (No. 333-140859).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

1.1 Selling Agent Agreement, dated November 6, 2009, among The Dow Chemical Company, Incapital LLC (as Purchasing Agent) and the agents named therein
4.1 Form of Dow InterNotes®
5.1 Opinion of Duncan A. Stuart, Associate General Counsel-Corporate Transactions of The Dow Chemical Company
23.2 Consent of Duncan A. Stuart (included in Exhibit 5.1)

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