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

FORM 8-K

CURRENT REPORT ~~Pursuant~~ ~~to Section~~PURSUANT TO SECTION 13 orOR 15(d) ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of Report (Date of earliest event reported): ~~February~~March 9, 2009 ROHM AND HAAS COMPANY __________________________________________ (Exact name of registrant as specified in its charter)

ROHM AND HAAS COMPANY (Exact name of registrant as specified in its charter)

Delaware	001-03507	23-1028370
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		Identification No.)


100 Independence Mall West
Philadelphia, Pennsylvania		19106
(Address of principal executive offices)		(Zip Code)

Delaware		001-03507		23-1028370
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Registrant's telephone number, including area code: (215) 592-3000

100 Independence Mall West, Philadelphia, Pennsylvania		19106
(Address of Principal Executive Offices)		(Zip Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Registrant’s telephone number, including area code: (215) 592-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

On March 9, 2009, Rohm and Haas Company (~~Former~~the ~~name~~“Company”) orannounced ~~former~~that ~~address~~it ifhad ~~changed~~settled ~~since~~litigation ~~last~~it ~~report.~~had initiated against The Dow Chemical Company (“Dow”) on January 26, 2009 relating to Dow’s agreement to acquire the Company pursuant to an Agreement and Plan of Merger, dated as of July 10, 2008 (the “Merger Agreement”) through a merger (the “Merger”). The Delaware Chancery Court has entered a consent order in connection with the settlement.

~~Check~~ In ~~the~~connection ~~appropriate~~with ~~box below if~~ the ~~Form~~ ~~8-K~~settlement, ~~filing~~on isMarch ~~intended~~9, to2009, ~~simultaneously satisfy~~ the ~~filing~~following ~~obligation~~agreements ~~of the~~were ~~registrant~~entered ~~under any of the following provisions~~into:

oa ~~Written communications~~Commitment ~~pursuant~~ to ~~Rule~~Close, ~~425~~between ~~under~~ the ~~Securities~~Company ~~Act~~and ~~(17~~Dow ~~CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act~~ (~~17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under~~ the ~~Exchange~~“Commitment ~~Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant~~ to ~~Rule 13e-4(c~~Close”); ~~under the Exchange Act (17 CFR 240.13e-4(c))~~
1an Investment Agreement between Dow and certain trusts for the benefit of charitable beneficiaries and certain Haas family members (the “Haas Family Trusts”) and Paulson & Co., Inc., on behalf of the several funds and accounts managed by it (“Paulson”) (the “Investment Agreement”); and
~~Item~~a ~~2.02~~Second ~~Results~~Amendment to the Rights Agreement, dated as of ~~Operations~~October 26, 2000, and ~~Financial~~amended ~~Condition~~as of July 9, 2008, between the Company and Computershare Trust Company, N.A. (formerly known as EquiServe Trust Company, N.A.) (the “Rights Agreement”)

OnITEM ~~February 9, 2009,~~1.01 ~~Rohm~~ENTRY ~~and~~INTO ~~Haas Company (“the Company”) issued an earnings press release reporting the Company’s results of operations for the fiscal quarter ended December 31, 2008.~~ A ~~copy~~MATERIAL ofDEFINITIVE ~~that release is being furnished to the SEC as an exhibit to this form.~~ AGREEMENT

~~This~~Commitment ~~earnings press release includes “non-GAAP financial measures.” Specifically, the release refers~~ to: Close

~~•EBITDA~~ Under the Commitment to Close, and in accordance with the terms of a Consent Order that the Court of Chancery of the State of Delaware signed and entered on March 9, 2009, Dow agreed to consummate the Merger on or before 3:00 p.m. on April 1, 2009, conditioned only upon (a) the Haas Family Trusts and Paulson complying with their respective obligations under the Investment Agreement and (b) the Company complying in all material respects with any applicable covenants under the Merger Agreement on or after March 9, 2009 through April 1, 2009 (to the extent such covenants by their terms contemplate performance during that period). A copy of the Commitment to Close is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

~~Due~~Rights toPlan the varying impacts of debt, interest rates, acquisition related amortization, asset impairments and effective tax rates, EBITDA is calculated to facilitate comparisons between Rohm and Haas Company and our competitors on the operating performance of our company. Amendment

~~•Earnings~~ In ~~from continuing~~contemplation ~~operations~~of ~~excluding~~the ~~restructuring~~execution of the Investment Agreement, ~~asset~~on ~~impairments~~March 9, ~~accelerated depreciation~~2009, ~~Dow~~the ~~transaction-related~~Company ~~costs,~~entered ~~impact~~into ofa Second Amendment (the ~~divestiture~~“Second ~~of UP~~Amendment”) ~~Chemical~~to ~~Company,~~the Rights Agreement for the ~~impact~~purpose of amending the ~~hurricanes Gustav~~Rights Agreement to render it inapplicable to the Investment Agreement and ~~Ike~~the transactions contemplated thereby. In particular, the Second Amendment provides that no person will be deemed to be an Acquiring Person (as defined in ~~2008~~the Rights Agreement) and no distribution of rights will occur solely by virtue of the ~~pension~~approval, ~~charge~~execution, indelivery, ~~2007~~adoption or performance of the Investment Agreement or the consummation transactions contemplated thereby or the public announcement of any of the forgoing.

~~Management~~ A ~~believes that~~copy ~~measures~~ of ~~income~~the ~~excluding~~Second ~~significant~~Amendment ~~items~~is ~~such~~incorporated asherein ~~restructuring, asset~~by ~~impairments,~~reference ~~and~~to ~~other~~Exhibit ~~one-time~~4.3 ~~charges~~to ~~are~~the ~~meaningful~~Amendment toNo. ~~investors because~~2 ~~they~~to ~~provide~~the ~~insight~~Company’s ~~with~~Registration ~~respect~~Statement toon ~~ongoing~~Form ~~operating~~8-A ~~results~~filed ofwith the ~~Company.~~

~~These~~Securities ~~measurements~~and ~~are~~Exchange ~~not~~Commission ~~recognized in~~on ~~accordance~~March ~~with~~12, ~~generally~~2009. ~~accepted~~The ~~accounting~~foregoing ~~principles~~description ~~(GAAP) and should~~of ~~not~~the beSecond ~~viewed~~Amendment asis anqualified ~~alternative~~in toits ~~GAAP~~entirety ~~measures~~by ofreference ~~performance. Furthermore,~~to ~~these~~the ~~measures~~full ~~may~~text ~~not~~of bethe ~~consistent~~Second ~~with similar measures presented by other companies~~Amendment.

~~Item~~ITEM 93.0103 ~~Financial~~MATERIAL ~~Statements~~MODIFICATION ~~and~~TO ~~Exhibits.~~RIGHTS OF SECURITY HOLDERS

~~Please~~ The ~~see~~disclosure ~~Exhibit Index~~set forth under “Item 1. 01 Entry into a Material Definitive Agreement” is hereby incorporated by reference into this Item 3.03.

2 ITEM 8.01 OTHER ITEMS

~~SIGNATURES~~ Consent Order

~~Pursuant~~ On toMarch 9, 2009, at the ~~requirements~~request of the ~~Securities~~ ~~Exchange~~Company ~~Act~~and ofDow, ~~1934~~the Delaware Chancery Court signed and entered a Consent Order providing that Dow will close the merger no later than April 1, 2009 conditioned only upon (a) the ~~registrant~~Haas ~~has~~Family ~~duly~~Trusts ~~caused~~and ~~this~~Paulson ~~report~~complying ~~to be~~with ~~signed~~their respective obligations under the Investment Agreement and (b) the Company complying in all material respects with any applicable covenants under the Merger Agreement on ~~its~~or ~~behalf~~after March 9, 2009 through April 1, 2009 (to the extent such covenants by their terms contemplate performance during such period). A copy of the ~~undersigned~~Consent ~~hereunto~~Order ~~duly~~is ~~authorized~~attached hereto as Exhibit 99. 1 and is incorporated herein by reference.

~~ROHM~~Investment ~~AND HAAS COMPANY~~ Agreement

~~February 9~~ Under the Investment Agreement, ~~2009~~ the Haas Family Trusts and Paulson agreed to purchase from Dow immediately after the consummation of the Merger (the “Closing”) 1,500,000 and 1,000,000 shares of the Dow’s Cumulative Perpetual Preferred Stock, Series B, respectively, for aggregate prices of $1.5 billion and $1 billion, respectively. Additionally, the Haas Family Trusts agreed to make an investment in an additional $500 million of Dow’s equity at the time of the Closing, unless the Dow elects not to effect and close such investment. The Dow may make this election at any time up to two business days prior to the Closing.

~~/s/~~ The ~~Jacques Croisetiere Jacques~~Investment ~~CroisetiereExecutive~~Agreement ~~Vice President~~includes certain representations, ~~Chief~~warranties, ~~FinancialOfficer~~and covenants, and ~~Chief~~grants ~~Strategy~~to ~~Officer~~ the Haas Family Trusts and Paulson certain shelf, demand and piggyback registration rights in connection with the securities to be sold thereunder. The obligations of the parties to consummate the purchase and sale of securities under the Investment Agreement are also subject to certain customary conditions, including that the Merger shall have been consummated in accordance with the terms of the Merger Agreement.

3 ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits

Exhibit ~~Index~~ Number Description

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of July 10, 2008, by and among
99.1		Earnings Press Release dated February 9, 2009
		Rohm and Haas Company, The Dow Chemical Company and Ramses
99.2		Q4 2008 Earnings Release Slides
		Acquisition Corp (incorporated by reference to Exhibit 2.1 to the Current
		Report on Form 8-K filed by Rohm and Haas Company on July 14, 2008).
4.1		Second Amendment, dated March 9, 2009, to the Rights Agreement, dated as
		of October 26, 2000, and amended as of July 9, 2008, between Rohm and
		Haas Company and Computershare Trust Company, N.A. (formerly known as
		EquiServe Trust Company, N.A.) (incorporated by reference to Exhibit 4.3 to
		Amendment No. 2 to the Registration Statement on Form 8-A/A filed by
		Rohm and Haas Company on March 12, 2009).
10.1		Commitment to Close, dated March 9, 2009, among The Dow Chemical
		Company, Ramses Acquisition Corp. and Rohm and Haas Company.
99.1		Delaware Court of Chancery Consent Order in Rohm and Haas Company v.
		The Dow Chemical Company and Ramses Acquisition Corp., dated March 9,
		2009.

4 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ROHM AND HAAS COMPANY

Dated: March 12, 2009	By:	/s/ Robert A. Lonergan
	Name:	Robert A. Lonergan
	Title:	Executive Vice President,
		General Counsel and Secretary

EXHIBIT INDEX

Exhibit Number		Description

2.1		Agreement and Plan of Merger, dated as of July 10, 2008, by and among
		Rohm and Haas Company, The Dow Chemical Company and Ramses
		Acquisition Corp (incorporated by reference to Exhibit 2.1 to the Current
		Report on Form 8-K filed by Rohm and Haas Company on July 14, 2008).

4.1		Second Amendment, dated March 9, 2009, to the Rights Agreement, dated as
		of October 26, 2000, and amended as of July 9, 2008, between Rohm and
		Haas Company and Computershare Trust Company, N.A. (formerly known
		EquiServe Trust Company, N.A.) (incorporated by reference to Exhibit 4.3
		Amendment No. 2 to the Registration Statement on Form 8-A/A filed by
		Rohm and Haas Company on March 12, 2009).

10.1		Commitment to Close, dated March 9, 2009, among The Dow Chemical
		Company, Ramses Acquisition Corp. and Rohm and Haas Company.

99.1		Delaware Court of Chancery Consent Order re: Rohm and Haas Company v.
		The Dow Chemical company and Ramses Acquisition Corp., dated March 9,
		2009.

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