SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Fitterling James R

(Last)

(First)

(Middle)

2030 DOW CENTER

(Street)

MIDLAND

48674

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/14/2010

3. Issuer Name and Ticker or Trading Symbol
DOW CHEMICAL CO /DE/ [ DOW ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common	92,483.0196⁽¹⁾	D
Common	740.07	I	By 401(k) Plan
Common	1,540.7	I	By 401(k) Plan ESOP

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)⁽²⁾	⁽³⁾	02/13/2019	Common	76,720	$9.53	D
Non-Qualified Stock Option (right to buy)⁽²⁾	⁽⁴⁾	02/14/2013	Common	12,500	$27.4	D
Non-Qualified Stock Option (right to buy)⁽²⁾	⁽⁵⁾	02/12/2020	Common	115,700	$27.79	D
Non-Qualified Stock Option (right to buy)⁽²⁾	⁽⁶⁾	02/15/2012	Common	6,700	$30.425	D
Non-Qualified Stock Option (right to buy)⁽²⁾	⁽⁷⁾	02/18/2018	Common	70,960	$38.62	D
Non-Qualified Stock Option (right to buy)⁽²⁾	⁽⁸⁾	02/13/2014	Common	11,170	$43.49	D
Non-Qualified Stock Option (right to buy)⁽²⁾	⁽⁹⁾	02/16/2017	Common	39,050	$43.59	D
Non-Qualified Stock Option (right to buy)⁽²⁾	⁽¹⁰⁾	03/01/2016	Common	18,610	$43.675	D
Non-Qualified Stock Option (right to buy)⁽²⁾	⁽¹¹⁾	02/18/2015	Common	13,000	$53.525	D
Phantom Stock Units	⁽¹²⁾	⁽¹²⁾	Common	393.38	⁽¹²⁾	D

Explanation of Responses:

1. Total includes deferred stock amounts to be delivered in one installment on or about the following dates contingent upon employment: 8,170 shares on February 15, 2011; 2,270 shares on March 1, 2011; 11,720 shares on February 13, 2012; 5,010 shares on February 16, 2012 and 19,100 shares on February 12, 2013. Granted under The Dow Chemical Company 1988 Award and Option Plan. The Plan provides for tax withholding rights.

2. Granted under The Dow Chemical Company 1988 Award and Option Plan. The Plan provides for tax withholding rights.

3. The options vest in three equal annual installments beginning on February 13, 2010.

4. The options vest in three equal annual installments beginning on February 14, 2004.

5. The options vest in three equal annual installments beginning on February 12, 2011.

6. The options vest in three equal annual installments beginning on February 15, 2003.

7. The options vest in three equal annual installments beginning on February 15, 2009.

8. The options vest in three equal annual installments beginning on February 13, 2005.

9. The options vest in three equal annual installments beginning on February 16, 2008.

10. The options vest in three equal annual installments beginning on March 1, 2007.

11. The options vest in three equal annual installments beginning on February 18, 2006.

12. These securities generally do not carry a conversion price, exercisable date or expiration date.

Remarks:

	/s/ James R Fitterling	04/22/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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