UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 10-K   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934   For the fiscal year ended   DECEMBER 31, 2008   Commission file number: 1-3433   THE DOW CHEMICAL COMPANY (Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)					38-1285128 (I.R.S. Employer Identification No.)
2030 DOW CENTER, MIDLAND, MICHIGAN  48674 (Address of principal executive offices)                             (Zip Code)   Registrant’s telephone number, including area code:   989-636-1000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Common Stock, par value $2.50 per share     Debentures, 6.85%, final maturity 2013					Name of each exchange on which registered Common Stock registered on the New York and Chicago Stock Exchanges   Debentures registered on the New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
								þ Yes     o No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
								o Yes     þ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                                                                                                                                                                                                          þ Yes     o No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K								þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o			S maller reporting company   o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).									o Yes     þ No
The aggregate market value of voting stock held by non-affiliates as of June 30, 2008 (based upon the closing price of $34.91 per common share as quoted on the New York Stock Exchange), was approximately $32.2 billion. For purposes of this computation, it is assumed that the shares of voting stock held by Directors, Officers and the Dow Employees’ Pension Plan Trust would be deemed to be stock held by affiliates. Non-affiliated common stock outstanding at June 30, 2008 was 922,805,097 shares.   Total common stock outstanding at January 31, 2009 was 924,346,271 shares.
DOCUMENTS INCORPORATED BY REFERENCE   Part III:  Proxy Statement for the Annual Meeting of Stockholders to be held on May 14, 2009.

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