S-8 POS

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

to

Form S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

THE DOW CHEMICAL COMPANY

(a Delaware corporation)

Executive Offices — 2030 Dow Center

Midland, Michigan 48674

(Name, state of incorporation and address of principal executive office of registrant)

I.R.S. Employer Identification No. 38-1285128

THE DOW CHEMICAL COMPANY

2012 Employee Stock Purchase Plan

(Full title of the plan)

Charles J. Kalil

Executive Vice President, General Counsel

and Corporate Secretary

THE DOW CHEMICAL COMPANY

2030 Dow Center

Midland, Michigan 48674

(Name and address of agent for service)

Telephone: (989) 636-1000

This Post-Effective Amendment No. 1 is being filed to amend Registration Statement No. 333-184726 on Form S-8 pursuant to which the Registrant registered 12,000,000 shares of its Common Stock, par value $2.50 per share (the “Stock”), for sale through the 2013 tranche of The Dow Chemical Company 2012 Employees’ Stock Purchase Plan (the “Plan”). After the Registration Statement was filed and became effective, eligible employees purchased 7,311,018 shares of the Stock under the provisions of the Plan. Accordingly, the Registrant hereby deregisters the remaining 4,688,982 shares of the Stock by filing this Post-Effective Amendment No. 1 to amend Registration Statement No. 333-184726.

SIGNATURES

The Registrant. 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-8 and has duly caused this amendment to Registration Statement No. 333-184726 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Midland, State of Michigan, on October 29, 2014.

THE DOW CHEMICAL COMPANY
(Registrant)
By:	/s/ RONALD C. EDMONDS
Ronald C. Edmonds
Vice President and Controller

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

A. A. ALLEMANG* A. A. Allemang	Director
A. BANGA* A. Banga	Director
J. K. BARTON* J. K. Barton	Director
J. A BELL* J. A. Bell	Director

J. M. FETTIG* J. M. Fettig	Lead Director
A. N. LIVERIS* A. N. Liveris	Director, Chairman, President and Chief Executive Officer
P. POLMAN* P. Polman	Director
D. H. REILLEY* D. H. Reilley	Director
J. M. RINGLER* J. M. Ringler	Director
R. G. SHAW* R. G. Shaw	Director
/s/ R. C. EDMONDS R. C. Edmonds	Vice President and Controller (Principal Accounting Officer)
H. I. UNGERLEIDER* H. I. Ungerleider	Chief Financial Officer

*By:	/s/ RONALD C. EDMONDS
	Ronald C. Edmonds
	Attorney-in-Fact

October 29, 2014

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
24	Power of Attorney.

EX-24

Exhibit 24

Power of Attorney

Each person whose signature appears below constitutes and appoints Ronald C. Edmonds, Charles J. Kalil and William H. Weideman, acting severally, as his or her attorney-in-fact and agent, to sign one or more registration statements on Form S-8 and any or all amendments (including post-effective amendments) to such registration statements in connection with the registration under the Securities Act of 1933 of shares of the common stock of The Dow Chemical Company pursuant to the 2012 Employee Stock Purchase Plan, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney-in-fact and agent full power and authority to perform any act in connection with any of the foregoing as fully to all intents and purposes as he or she might do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. Each attorney-in-fact and agent is hereby granted full power of substitution and revocation with respect hereto.

SIGNATURE	TITLE	DATE
/S/ A.A. Allemang A.A. Allemang	Director	May 10, 2012
/s/ J.K. Barton J.K. Barton	Director	May 10, 2012
/s/ J. A. Bell J. A. Bell	Director	May 10, 2012
/s/ R. C. Edmonds R. C. Edmonds	Vice President and Controller (Principal Accounting Officer)	May 10, 2012
/s/ J. M. Fettig J. M. Fettig	Lead Director	May 10, 2012
/s/ A. N. Liveris A. N. Liveris	Director, Chairman, President and Chief Executive Officer	May 10, 2012
/s/ P. Polman P. Polman	Director	May 10, 2012
/s/ D. H. Reilley D. H. Reilley	Director	May 10, 2012
/s/ J.M. Ringler J.M. Ringler	Director	May 10, 2012

/s/ R. G. Shaw R. G. Shaw	Director	May 10, 2012
/s/ W.H. Weideman W. H. Weideman	Executive Vice President and Chief Financial Officer	May 10, 2012

Exhibit 24

Power of Attorney

Each person whose signature appears below constitutes and appoints Ronald C. Edmonds, Charles J. Kalil and Howard I. Ungerleider, acting severally, as his or her attorney-in-fact and agent, to sign one or more registration statements on Form S-8 and any or all amendments (including post-effective amendments) to such registration statements in connection with the registration under the Securities Act of 1933 of shares of the common stock of The Dow Chemical Company pursuant to the 2012 Employee Stock Purchase Plan, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney-in-fact and agent full power and authority to perform any act in connection with any of the foregoing as fully to all intents and purposes as he or she might do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. Each attorney-in-fact and agent is hereby granted full power of substitution and revocation with respect hereto.

SIGNATURE	TITLE	DATE
/s/ A. BANGA A. Banga	Director	October 22, 2014
/s/ H. I. UNGERLEIDER H. I. Ungerleider	Chief Financial Officer	October 22, 2014