Edgar Filing: DOW CHEMICAL CO /DE/

Pricing Supplement No. 125

CALCULATION OF REGISTRATION FEE


Title of Each Class of Securities Offered	Maximum Aggregate Offering Price		Amount of Registration Fee
1.850% InterNotes^® Due December 15, 2017	$	4,210,000	$	574.24
2.450% InterNotes^® Due December 15, 2019	$	3,732,000	$	509.04
3.050% InterNotes^® Due December 15, 2022	$	6,328,000	$	863.14


																			Filed under 424(b)(2), Registration Statement No. 333-164985
										Pricing Supplement No. 125 -Dated Monday, December 17, 2012 (To: Prospectus Dated February 19, 2010, and Prospectus Supplement Dated February 19, 2010)
CUSIP Number	Principal Amount		Selling Price			Gross Concession			Net Proceeds		Coupon Rate			Coupon Frequency		Maturity Date		1st Coupon Date		1st Coupon Amount		Survivor’s Option		Product Ranking
26054LRQ8	$	4,210,000.00		100	%		1.250	%	$	4,157,375.00		1.850	%		Semi-Annual		12/15/2017		06/15/2013	$	8.99		Yes	Senior Unsecured Notes
Redemption Information: Callable at 100.000% on 12/15/2013 and every coupon date thereafter Joint Lead Managers and Lead Agents: BofA Merrill Lynch, Incapital LLC Agents: Citi, Merrill Lynch, Morgan Stanley, UBS Securities LLC, Wells Fargo Advisors, LLC The Dow Chemical Company InterNotes will be subject to redemption at the option of The Dow Chemical Company, in whole on the interest payment date occurring on 12/15/2013 and on any interest payment date thereafter at a redemption price equal to 100% of the principal amount of the The Dow Chemical Company InterNotes plus accrued interest thereon, if any, upon at least 30 days prior notice to the noteholder and the trustee, as described in the prospectus.

26054LRR6	$	3,732,000.00		100	%		1.450	%	$	3,677,886.00		2.450	%		Semi-Annual		12/15/2019		06/15/2013	$	11.91		Yes	Senior Unsecured Notes
Redemption Information: Callable at 100.000% on 12/15/2013 and every coupon date thereafter Joint Lead Managers and Lead Agents: BofA Merrill Lynch, Incapital LLC Agents: Citi, Merrill Lynch, Morgan Stanley, UBS Securities LLC, Wells Fargo Advisors, LLC The Dow Chemical Company InterNotes will be subject to redemption at the option of The Dow Chemical Company, in whole on the interest payment date occurring on 12/15/2013 and on any interest payment date thereafter at a redemption price equal to 100% of the principal amount of the The Dow Chemical Company InterNotes plus accrued interest thereon, if any, upon at least 30 days prior notice to the noteholder and the trustee, as described in the prospectus.

26054LRS4	$	6,328,000.00		100	%		1.800	%	$	6,214,096.00		3.050	%		Semi-Annual		12/15/2022		06/15/2013	$	14.83		Yes	Senior Unsecured Notes

Redemption Information: Callable at 100.000% on 12/15/2013 and every coupon date thereafter

Joint Lead Managers and Lead Agents: BofA Merrill Lynch, Incapital LLC Agents: Citi, Merrill Lynch, Morgan Stanley, UBS Securities LLC, Wells Fargo Advisors, LLC

The Dow Chemical Company InterNotes will be subject to redemption at the option of The Dow Chemical Company, in whole on the interest payment date occurring on 12/15/2013 and on any interest payment date thereafter at a redemption price equal to 100% of the principal amount of the The Dow Chemical Company InterNotes plus accrued interest thereon, if any, upon at least 30 days prior notice to the noteholder and the trustee, as described in the prospectus.

LOGO

The Dow Chemical Company

2030 Willard H. Dow Center

Midland, Michigan 48674

Trade Date: Monday, December 17, 2012 @ 12:00

PM ET Settle Date: Thursday, December 20, 2012

Minimum Denomination/Increments: $1,000.00/$1,000.00

Initial trades settle flat and clear SDFS: DTC Book Entry only DTC
Number 0235 via RBC Dain Rauscher Inc

If the maturity date or an interest payment date for any note is not a
business day (as term is defined in prospectus), principal, premium, if
any, and interest for that note is paid on the next business day, and no
interest will accrue from, and after, the maturity date or interest
payment date.

Legal Matters:

In the opinion of Kenneth Hemler, Counsel, of The Dow Chemical
Company (the “Company”), the notes offered by this pricing
supplement have been duly authorized, and when executed and issued
by the Company, authenticated by the Trustee pursuant to the
Indenture, and delivered against payment as contemplated herein, such
notes will be legal, valid and binding obligations of the Company
enforceable against the Company in accordance with their terms and
entitled to the benefits of the Indenture (subject to applicable
bankruptcy, reorganization, insolvency, moratorium or other laws
affecting creditors’ rights generally from time to time in effect and to
general principles of equity). This opinion is given as of the date hereof
and is limited to the law of the State of New York and the General
Corporation Law of the State of Delaware as in effect on the date
hereof. In addition, this opinion is subject to the same assumptions and
qualifications stated in the letter of such counsel dated October 30,
2012, filed in the Company’s Current Report on Form 8-K dated
October 30, 2012 and incorporated by reference as Exhibit 5.1 to the
Company’s registration statement on Form S-3 ASR (No.: 333-
164985). Capitalized terms used in this paragraph without definition
have the meanings ascribed to them in the accompanying Prospectus
Supplement.

The Dow Chemical Company

The Dow Chemical Company InterNotes