As filed with the Securities and Exchange Commission on November 1, 2007

 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO

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FORM S-3
 

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REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 

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The Dow Chemical Company

(Exact name of registrant as specified in its charter)
 

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Approximate date of commencement of proposed sale of the securities to the public: From time to time after the effective date of this Registration Statement, as determined by market conditions and other factors.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. □

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. □

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. □

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. □

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. □ 

 

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EXPLANATORY NOTE

 

This Post-Effective Amendment No. 1 to Registration Statement on Form S-3 is being filed to remove from registration all remaining common stock, preferred stock, debt securities, stock purchase contracts and stock purchase units registered on the registration statement, the offering thereof having been terminated without any sales having been made.  A registration fee of $121,350 was paid in connection with the registration of $1,500,000,000 of such securities, of which $6,552 was used pursuant to Rule 457(p) to offset the registration fee payable in connection with the filing of the registrant's Form S-8 (File No. 333-147074) on November 1, 2007, leaving a balance of $114,798.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SIGNATURES

 

 

Pursuant to the requirements of the Securities Act of 1933, and in accordance with Rule 478 thereunder, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this post-effective amendment No. 1 to registration statement No. 333-106533 to be signed on its behalf by the undersigned, thereunto duly authorized in the County of Midland, State of Michigan, on November 1, 2007.