0000947871-11-000132.txt : 20110225 0000947871-11-000132.hdr.sgml : 20110225 20110225152626 ACCESSION NUMBER: 0000947871-11-000132 CONFORMED SUBMISSION TYPE: POSASR PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20110225 DATE AS OF CHANGE: 20110225 EFFECTIVENESS DATE: 20110225 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOW CHEMICAL CO /DE/ CENTRAL INDEX KEY: 0000029915 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 381285128 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-164985 FILM NUMBER: 11640671 BUSINESS ADDRESS: STREET 1: 2030 DOW CENTER CITY: MIDLAND STATE: MI ZIP: 48674-2030 BUSINESS PHONE: 989-636-1000 MAIL ADDRESS: STREET 1: 2030 DOW CENTER CITY: MIDLAND STATE: MI ZIP: 48674-2030 POSASR 1 ss112570_posasr.htm AMENDMENT NO. 1 TO FORM S-3

As filed with the Securities and Exchange Commission on February 25, 2011

Registration No. 333-164985

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

The Dow Chemical Company

(Exact name of registrant as specified in its charter)

Delaware		38-1285128
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

The Dow Chemical Company

2030 Dow Center

Midland, Michigan 48674

(989) 636-1000

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

Charles J. Kalil

Executive Vice President, Law and Government Affairs, General Counsel and Corporate Secretary

The Dow Chemical Company

2030 Dow Center

Midland, Michigan 48674

(989) 636-1000

(Name, address, including zip code, and telephone number, including

area code, of agent for service)

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462 (c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨

EXPLANATORY NOTE

The Dow Chemical Company has prepared this Amendment No. 1 to the Registration Statement on Form S-3 filed on February 19, 2010 (File No. 333-164985) (the “Registration Statement”) for the purpose of filing Exhibit 23.4, Exhibit 23.5 and Exhibit 23.6 to the Registration Statement with the Securities and Exchange Commission. This Amendment No. 1 does not modify any provision of the Prospectus that forms a part of the Registration Statement and accordingly such Prospectus has not been included herein.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16.		Exhibits.
Exhibit Number		Description
23.4		Consent of Independent Registered Public Accounting Firm
23.5		Consent of Analysis, Research & Planning Corporation
23.6		Consent of Independent Registered Public Accounting Firm

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement on Form S-3 filed on February 19, 2010 (File No. 333-164985) to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Midland, State of Michigan, on February 25, 2011.

	THE DOW CHEMICAL COMPANY


	By:	/s/ Charles J. Kalil
		Charles J. Kalil
		Executive Vice President, General Counsel and Corporate Secretary

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement on Form S-3 filed on February 19, 2010 (File No. 333-164985) has been signed by the following persons in the capacities indicated on February 25, 2011.


*		Chairman of the Board, President and Chief Executive Officer (principal executive officer)
A.N. Liveris

*		Executive Vice President and Chief Financial Officer (principal financial officer)
W.H. Weideman

*		Vice President and Controller (principal accounting officer)
R.C. Edmonds

*		Director
A.A. Allemang

*		Director
J.K. Barton

*		Director
J.A. Bell

*		Director
J.M. Fettig

*		Director
B.H. Franklin


*		Director
J.B. Hess

		Director
P. Polman

*		Director
D.H. Reilley

*		Director
J.M. Ringler

*		Director
R.G. Shaw

*		Presiding Director
P.G. Stern


*By:	/s/ Charles J. Kalil
	Charles J. Kalil
	Attorney-in-Fact

EX-23.4 2 ss112570_ex2304.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 23.4

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement No. 333-164985 on Form S-3 of our reports dated February 18, 2011, relating to the financial statements and financial statement schedule of The Dow Chemical Company and subsidiaries (the “Company”), and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of The Dow Chemical Company for the year ended December 31, 2010, and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.


/s/ DELOITTE & TOUCHE LLP
Midland, Michigan February 18, 2011

EX-23.5 3 ss112570_ex2305.htm CONSENT OF ANALYSIS, RESEARCH & PLANNING CORPORATION

Exhibit 23.5

Consent of Analysis, Research & Planning Corporation

Regarding this Amendment to Registration Statement on Form S-3 for The Dow Chemical Company, file no. 333-164985 (collectively, the “Registration Statement”), Analysis, Research & Planning Corporation (“ARPC”) hereby consents to the incorporation by reference in the Registration Statement of the use of ARPC’s name and the reference to ARPC’s reports appearing in the Annual Report on Form 10-K of The Dow Chemical Company for the year ended December 31, 2010.


/S/ B. THOMAS FLORENCE
B. Thomas Florence
President
Analysis, Research & Planning Corporation
February 16, 2011

EX-23.6 4 ss112570_ex2306.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 23.6

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-164985), of The Dow Chemical Company of our report dated February 7, 2011, relating to the financial statements of Dow Corning Corporation, which appears in the Annual Report on Form 10-K of The Dow Chemical Company for the year ended December 31, 2010.


/s/ PricewaterhouseCoopers LLP
Detroit, Michigan
February 17, 2011