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 and General Counsel

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. 333-191979 on Form S-8 pursuant to which the Registrant registered 10,000,000 shares of its Common Stock, par value $2.50 per share (the “Stock”), for sale through the 2014 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 3,620,747 shares of the Stock under the provisions of the Plan. Accordingly, the Registrant hereby deregisters the remaining 6,379,253 shares of the Stock by filing this Post-Effective Amendment No. 1 to amend Registration Statement No. 333-191979.

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. 333-191979 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Midland, State of Michigan, on October 28, 2015.

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. BANGA* A. Banga	Director
J. K. BARTON* J. K. Barton	Director
J. A BELL* J. A. Bell	Director
R. K. DAVIS* R. K. Davis	Director
J. M. FETTIG* J. M. Fettig	Lead Director

A. N. LIVERIS* A. N. Liveris	Director, Chairman, President and Chief Executive Officer
M. LOUGHRIDGE* M. Loughridge	Director
R. J. MILCHOVICH* R. J. Milchovich	Director
R. S. MILLER* R. S. Miller	Director
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 28, 2015

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 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 15, 2015
/S/ J.K. Barton J. K. Barton	Director	October 15, 2015
/S/ J. A. Bell J. A. Bell	Director	October 15, 2015
/S/ R. K. Davis R. K. Davis	Director	October 15, 2015
/S/ R. C. Edmonds R. C. Edmonds	Vice President and Controller (Principal Accounting Officer)	October 15, 2015
/S/ J. M. Fettig J. M. Fettig	Lead Director	October 15, 2015
/S/ A. N. Liveris A. N. Liveris	Director, Chairman, President and Chief Executive Officer	October 15, 2015

/S/ M. Loughridge M. Loughridge	Director	October 15, 2015
/S/ R. J. Milchovich R. J. Milchovich	Director	October 15, 2015
/S/ R. S. Miller R. S. Miller	Director	October 15, 2015
/S/ P. Polman P. Polman	Director	October 15, 2015
/S/ D. H. Reilley D. H. Reilley	Director	October 15, 2015
/S/ J.M. Ringler J.M. Ringler	Director	October 15, 2015
/S/ R. G. Shaw R. G. Shaw	Director	October 15, 2015
/S/ H. I. Ungerleider H. I. Ungerleider	Chief Financial Officer and Executive Vice President	October 15, 2015