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^*

MILCHOVICH RAYMOND J

(Last)

(First)

(Middle)

2030 DOW CENTER

(Street)

MIDLAND

48674

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2015

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

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

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

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	5,400	D

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)
Stock Appreciation Right payable 2018 (2018 SAR)⁽¹⁾	⁽²⁾	⁽²⁾	Common	198,334	$50.42⁽³⁾	D
Stock Appreciation Right payable 2020 (2020 SAR)⁽¹⁾	⁽⁴⁾	⁽⁴⁾	Common	198,334	$50.42⁽³⁾	D

Explanation of Responses:

1. Pursuant to an agreement between the Reporting Person and Third Point LLC, the Reporting Person received a stock appreciation right payable in 2018 and a stock appreciation right payable in 2020 subject to continued service as a director by the Reporting Person on the applicable vesting date, subject to certain exceptions.

2. The 2018 SAR vests as follows: 50% on January 1, 2017 and 50% on January 1, 2018. The 2018 SAR will be settled in cash by Third Point LLC within 30 days following January 1, 2018.

3. The appreciation amount payable by Third Point LLC, if any, will be based upon the difference between $50.42 and the volume weighted average price of the Issuer's Common Stock during the 30 day period prior to January 1, 2018, in the case of the 2018 SAR and January 1, 2020, in the case of the 2020 SAR.

4. The 2020 SAR vests as follows: 50% on January 1, 2019 and 50% on January 1, 2020. The 2020 SAR will be settled in cash by Third Point LLC within 30 days following January 1, 2020.

	/s/ Raymond J Milchovich	01/09/2015
	** 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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