* Akzo says operating profit to be flat this year
* Shares languishing below PPG takeover proposal
* Still planning special dividend, chemicals sale (Updates with CEO remarks, background)
AMSTERDAM, Oct 18 (Reuters) - Dutch Akzo Nobel, which fended off a 26 billion euro takeover approach from PPG Industries in May, warned on Wednesday that operating profit would not grow this year, the second downgrade to its forecast in the past two months.
The maker of Dulux paint reported lower than expected third-quarter operating earnings of 383 million euros ($451 million) and pointed to "headwinds" at its marine coatings business and margin pressures from rising raw material costs.
It said earnings before interest and taxes (EBIT) for the year would now be about flat on 2016. In the first nine months of 2017, EBIT is 5 million euros lower than it was last year.
In July the company had said it was on track to meet a goal of 100 million euros in EBIT growth it had promised as part of its rationale for rejecting a deal with Pittsburgh-based PPG.
However, the company warned last month that it would not hit that figure, citing cost inflation and currency factors.
Akzo shares traded 1.9 percent lower at 76.89 euros at 0712 GMT, well short of PPG's 95 euro proposal.
Analysts polled by Reuters had expected third-quarter EBIT of 432 million euros, down from 442 million euros in the same period a year ago.
MANAGEMENT CHANGES Akzo has struggled since refusing PPG's advances, seeing both its CEO and CFO resign for health reasons.
New CEO Thierry Vanlancker cited "adverse foreign exchange, ongoing industry specific headwinds and supply chain disruptions, including the adverse impact of Hurricane Harvey in the US," in the earnings release.
Vanlancker told reporters on a conference call that he expects no further reduction in forecasts this year, although rising pigment costs will continue to squeeze paint margins for the coming 5-6 months as the company passes on cost increases to customers.
He said the company's original EBIT forecast made by previous CEO Ton Buechner in the heat of the takeover battle in April, which was immediately dismissed by many analysts as impossible to achieve, had been serious.
"If we didn't think it was, we wouldn't have said it," he said.
He added the company was "absolutely" holding to financial targets for 2020, which include reaching a 15 percent return on sales, though analysts have also been sceptical of that.
Akzo said on Wednesday that two other promises to shareholders -- a special dividend of 1 billion euros before the end of the year and the sale or IPO of its Specialty Chemicals arm by early next year -- were still on track.
Vanlancker said the company has received interest from both strategic and private equity buyers for Specialty Chemicals, which represents around a third of sales and profits and is expected to fetch around 10 billion euros. He added it was too early to say how serious strategic buyers may be.
Reuters reported this month that only private equity buyers are interested in buying the division.
After PPG walked away from buying Akzo on June 1, it is restricted from approaching the company again until December, though it has indicated it is no longer interested in Akzo after its spring bid faced opposition from the company's boards, employee unions and Dutch politicians.
Akzo on Wednesday scheduled an extraordinary shareholders meeting for Nov. 30 to approve the sale of the chemicals unit and appointment of Maarten de Vries as CFO. ($1 = 0.8501 euros) (Reporting by Toby Sterling; Editing by Sunil Nair and Keith Weir)