March 7, 2019

James R. Fitterling
Chief Executive Officer
Dow Holdings Inc.
2211 H.H. Dow Way
Midland, Michigan 48674

       Re: Dow Holdings Inc.
           Amendment to Form 10-12B
           February 12, 2019
           File No. 001-38646

Dear Mr. Fitterling:

       We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

       Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

     After reviewing your response and any amendment you may file in response
to these
comments, we may have additional comments.

Amendment to Form 10-12B, filed February 12, 2019

General

1.     We note that the forum selection provision in your bylaws identifies the
Court of
       Chancery of the State of Delaware as the exclusive forum for certain
litigation, including
       any "derivative action." Please disclose whether this provision applies
to actions arising
       under the Securities Act or Exchange Act. In that regard, we note that
Section 27 of the
       Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce any
       duty or liability created by the Exchange Act or the rules and
regulations thereunder, and
       Section 22 of the Securities Act creates concurrent jurisdiction for
federal and state courts
       over all suits brought to enforce any duty or liability created by the
Securities Act or the
       rules and regulations thereunder. If the provision applies to Securities
Act claims, please
       also revise your registration statement to disclose this information and
to state that there is
       uncertainty as to whether a court would enforce such provision, and to
state that
 James R. Fitterling
Dow Holdings Inc.
March 7, 2019
Page 2
       stockholders will not be deemed to have waived the company's compliance
with the
       federal securities laws and the rules and regulations thereunder. If
this provision does not
       apply to actions arising under the Securities Act or Exchange Act,
please also ensure that
       the exclusive forum provision in the governing documents states this
clearly
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

        You may contact Dale Welcome, Staff Accountant, at (202) 551-3865 or
Anne
McConnell, Staff Accountant, at (202) 551-3709 if you have questions regarding
comments on
the financial statements and related matters. Please contact Sergio Chinos,
Staff Attorney, at
(202) 551-7844 or Amanda Ravitz, Assistant Director, at (202) 551-3412 with any
other
questions.



                                                             Sincerely,

FirstName LastNameJames R. Fitterling                        Division of
Corporation Finance
                                                             Office of
Manufacturing and
Comapany NameDow Holdings Inc.
                                                             Construction
March 7, 2019 Page 2
cc:       Sachin Kohli
FirstName LastName