UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE March 18, 2014 Ronald 0. Mueller Gibson, Dunn & Crutcher LLP
[email protected] Re: The Dow Chemical Company Incoming letter dated February 7, 2014 Dear Mr. Mueller: This is in response to your letter dated February 7, 2014 concerning the shareholder proposal submitted to Dow by Amnesty International USA, the Unitarian Universalist Association and Calvert Investment Management, Inc. on behalf of the Calvert VP SRI Large Cap Value Portfolio, the Calvert S&P 500 Index Portfolio, the Calvert Large Cap Value Fund and the Calvert Equity Income Fund. We also have received a letter on behalf of the Calvert VP SRI Large Cap Value Portfolio, the Calvert S&P 500 Index Portfolio, the Calvert Large Cap Value Fund and the Calvert Equity Income Fund dated March 7, 2014. Copies of all ofthe correspondence on which this response is based will be made available on our website at http://www.sec.gov/divisions/comfin/cf-noaction/14a-8.shtml. For your reference, a brief discussion of the Division's informal procedures regarding shareholder proposals is also available at the same website address. Sincerely, Matt S. McNair Special Counsel Enclosure cc: Cheryl Barth Amnesty International USA
[email protected] Timothy Brennan Unitarian Universalist Association of Congregations
[email protected] Sanford Lewis *** FISMA & OMB Memorandum M-07-16 *** March 18,2014 Response ofthe Office ofChief Counsel Division of Corporation Finance Re: The Dow Chemical Company Incoming letter dated February 7, 2014 The proposal requests that the company prepare a report to shareholders assessing the short- and long-term fmancial, reputational and operational impacts that the legacy of the Bhopal disaster may reasonably have on Dow's Indian and global business opportunities and reporting on any actions Dow intends to take to reduce such impacts.