SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LONERGAN ROBERT A

(Last)

(First)

(Middle)

ROHM AND HAAS COMPANY

100 INDEPENDENCE MALL WEST

(Street)

PHILADELPHIA

19106

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ROHM & HAAS CO [ ROH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec VP/Gen Counsel/Corp Secy

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/01/2009		D		42,217.2036⁽¹⁾	D	$78.97	0	D
Common Stock	04/01/2009		D		1,788⁽²⁾	D	$78.97	0	I	Savings Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option	$37.8125	04/01/2009		D			25,000	⁽³⁾⁽⁴⁾	10/22/2009⁽⁴⁾	Common Stock	25,000	⁽⁴⁾	0	D
Employee Stock Option	$41.4375	04/01/2009		D			12,300	⁽³⁾⁽⁴⁾	01/05/2010⁽⁴⁾	Common Stock	12,300	⁽⁴⁾	0	D
Employee Stock Option	$32.84	04/01/2009		D			20,000	⁽³⁾⁽⁴⁾	03/15/2011⁽⁴⁾	Common Stock	20,000	⁽⁴⁾	0	D
Employee Stock Option	$38.955	04/01/2009		D			29,000	⁽³⁾⁽⁴⁾	03/01/2012⁽⁴⁾	Common Stock	29,000	⁽⁴⁾	0	D
Employee Stock Option	$40.2	04/01/2009		D			26,720	⁽³⁾⁽⁴⁾	03/01/2014⁽⁴⁾	Common Stock	26,720	⁽⁴⁾	0	D
Employee Stock Option	$48.595	04/01/2009		D			29,510	⁽³⁾⁽⁴⁾	03/01/2015⁽⁴⁾	Common Stock	29,510	⁽⁴⁾	0	D
Employee Stock Option	$50.365	04/01/2009		D			36,910	⁽³⁾⁽⁴⁾	03/01/2016⁽⁴⁾	Common Stock	36,910	⁽⁴⁾	0	D
Employee Stock Option	$52.64	04/01/2009		D			20,000	⁽³⁾⁽⁴⁾	03/01/2017⁽⁴⁾	Common Stock	20,000	⁽⁴⁾	0	D
Employee Stock Option	$54.38	04/01/2009		D			16,770	⁽³⁾⁽⁴⁾	03/03/2018⁽⁴⁾	Common Stock	16,770	⁽⁴⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger dated as of July 10, 2008, by and among Rohm and Haas Company (the "Issuer"), The Dow Chemical Company ("Dow") and Ramses Acquisition Corp., a wholly owned subsidiary of Dow (the "Merger Agreement"), on April 1, 2009, upon the effectiveness of the merger of Ramses Acquisition Corp. with and into the Issuer (the "Merger"), each of the shares of Rohm and Haas Company's common stock, shares of Rohm and Haas Company's restricted stock issued under the 2004 Amended and Restated Rohm and Haas Company Stock Plan, restricted stock units issued under the 2003 Rohm and Haas Company Restricted Stock Units Plan, and deferred stock units issued under the Rohm and Haas Company's Non-Qualified Savings Plans were cancelled and converted into the right to receive $78.97 in cash and less any applicable withholding taxes.

2. Pursuant to the Merger Agreement, immediately upon the effectiveness of the Merger, all amounts held in the Reporting Person's account under the Rohm and Haas Employee Stock Ownership Plan that are denominated in Rohm and Haas Company common stock, were cancelled and converted into the right to receive $78.97 in cash and less any applicable withholding taxes.

3. When originally granted, this option provided for vesting in three equal annual installments beginning on the first anniversary of the grant date.

4. Pursuant to the Merger Agreement, each outstanding stock option to acquire Rohm and Haas Company's common stock, whether vested or not vested, that remained outstanding as of the effective time of the merger was cancelled and converted into the right to receive a cash payment equal to the amount of shares of Rohm and Haas Company's common stock underlying the option multiplied by the amount (if any) by which $78.97 exceeds the applicable exercise price of the option, less any applicable withholding taxes.

Remarks:

	Cathlene M. Britt on behalf of Robert A. Lonergan	04/03/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.