Sec Form 4 Filing - Haller Heinz @ DOW CHEMICAL CO /DE/ - 2014-02-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Haller Heinz 2. Issuer Name and Ticker or Trading Symbol DOW CHEMICAL CO /DE/ [ DOW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) 2030 DOW CENTER 3. Date of Earliest Transaction (MM/DD/YY) 02/07/2014 (Street) MIDLAND, MI48674 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common 02/07/2014 M 232,000 ( 1 ) A $ 38.62 600,054.8008 D Common 02/07/2014 M 195,400 ( 1 ) A $ 27.79 795,454.8008 D Common 02/07/2014 M 150,000 ( 1 ) A $ 9.53 945,454.8008 D Common 02/07/2014 M 64,725 ( 1 ) A $ 39.885 1,010,179.8008 D Common 02/07/2014 S 642,125 ( 1 ) D $ 45.5623 ( 2 ) 368,054.8008 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Non-Qualified Stock Option (right to buy) ( 3 ) $ 27.79 02/07/2014 M 195,400 ( 4 ) 02/12/2020 Common 195,400 $ 0 0 D Non-Qualified Stock Option (right to buy) ( 3 ) $ 9.53 02/07/2014 M 150,000 ( 5 ) 02/13/2019 Common 150,000 $ 0 171,800 D Non-Qualified Stock Option (right to buy) ( 3 ) $ 38.62 02/07/2014 M 232,000 ( 6 ) 02/15/2018 Common 232,000 $ 0 0 D Non-Qualified Stock Option (right to buy) ( 3 ) $ 39.885 02/07/2014 M 64,725 06/01/2007 06/01/2016 Common 64,725 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Haller Heinz 2030 DOW CENTER MIDLAND, MI48674 Executive Vice President Signatures /s/ Heinz Haller 02/10/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transaction reported on this Form 4 was effected pursuant to a Rule 10(b)5-1 trading plan adopted by the reporting person on November 22, 2013. ( 2 )The number of shares are aggregated for sales occuring within a $1.00 price range on the same date. The price represents the weighted average sale price for all aggregated transactions. The actual prices ranged from $45.92 to $45.14. Full information regarding the aggregated transactions will be made available upon request. ( 3 )Granted under The Dow Chemical Company 1988 Award and Option Plan. The Plan provides for tax withholding rights. ( 4 )The options vest in three equal annual installments beginning on February 12, 2011. ( 5 )The options vested in three equal annual installments beginning on February 13, 2010. ( 6 )The options vested in three equal annual installments beginning on February 15, 2009.

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 4(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).

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