8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 31, 2008

THE DOW CHEMICAL COMPANY

(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	1-3433 Commission File Number		38-1285128 (IRS Employer Identification No.)
2030 Dow Center, Midland, Michigan (Address of principal executive offices)		48674 (Zip code)
(989) 636-1000 (Registrant’s telephone number, including area code)
N.A. (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01  Other Events

On December 31, 2008, The Dow Chemical Company (the “Company”) received from Petrochemical Industries Company (“PIC”), a wholly owned subsidiary of Kuwait Petroleum Corporation, a written notice (the “Notice”) with respect to the Joint Venture Formation Agreement, dated November 28, 2008 (the “JVFA”), between the Company and PIC.  In the Notice PIC advised the Company of its position that conditions to closing were not satisfied and therefore PIC was not obligated to close on January 2, 2009.  A copy of the Notice is filed as Exhibit 99.1 hereto.

The Company disagrees with the above described characterizations and conclusions expressed by PIC in the Notice.  PIC was obligated to close the transactions contemplated by the JVFA on January 2, 2009, but due to PIC’s failure to perform its obligations, closing under the JVFA was not consummated.   The Company will fully enforce its rights under the JVFA and will pursue remedies available to it.

Item 9.01  Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

99.1  Notice from Petrochemical Industries Company, dated December 31, 2008

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  January 6, 2009

The Dow Chemical Company
By:	/s/ WILLIAM H. WEIDEMAN
	Name:	William H. Weideman
	Title:	Vice President and Controller

EX-99.1

Exhibit 99.1

[Letterhead of Petrochemical Industries Company (K.S.C.)]

Ref: MD/10-2/2008

31st Dec. 2008

To: The Dow Chemical Company

2030 Dow Center

Midland

Michigan

USA 48674

FAO: General Counsel

cc.  Shearman & Sterling LLP

599 Lexington Avenue

New York, New York 10022

USA

FAO: George Casey

Dear Sirs,

Joint Venture Formation Agreement between Petrochemical Industries Company (K.S.C.) (“PIC”) and The Dow Chemical Company (“TDCC”) dated 28 November 2008 (“JVFA”)

I am writing to notify you formally that the Council of Ministers of Kuwait has, by resolution number 1262 dated 28 December 2008, instructed the Supreme Petroleum Council of Kuwait (“SPC”) to withdraw its approval of the transaction, and the SPC has, by resolution number (2008/6)/86/1 dated 28 December 2008, rescinded such approval.  As a result, PIC cannot lawfully complete the transaction.

PIC regrets that the Government of Kuwait has taken this decision.  However, as a result it is no longer possible for Closing to take place on 2 January 2009, since by the terms of the JVFA, the Conditions Precedent to Closing will not have been fulfilled.  Specifically, but without limitation, Closing would violate an order of a Government Authority (clause 5.1(a) of the JVFA) and would contravene an Applicable Law with Material Adverse Effect (clause 5.1(c)) and the resolutions of the Council of Ministers and of the SPC constitute a Material Adverse Change (clause 5.3(d)).

PIC remains committed to the transaction and is currently considering what can be done to persuade the Government to reverse its decision.  PIC also notes that clauses 5.4 and 9.19 of the JVFA require the parties to use all commercially reasonable efforts to procure the satisfaction of the Conditions Precedent. PIC confirms that it will continue to make such efforts, and it will keep TDCC informed of its progress in this regard.

In the meantime, I note that Closing must be postponed.  The new Closing Date will be the last Business Day of the calendar month in which all of the Conditions Precedent are satisfied or waived, subject to the Outside Date of 28 May 2009.

Yours faithfully,

/s/ Maha Mulla Hussain

Maha Mulla Hussain