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

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~Pursuant to ofSection ~~Report~~13 ~~(Date~~or ~~of earliest event reported~~15(d): ~~March 9, 2009 ROHM AND HAAS COMPANY __________________________________________ (Exact name~~ of ~~registrant as specified in its charter)~~the

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)

Securities Exchange Act of 1934

~~Registrant's~~Date ~~telephone~~of Report ~~number,~~(Date ~~including~~of ~~area~~earliest ~~code:~~event ~~(215~~reported): ~~592-3000~~April 1, 2009

~~Not~~ROHM AND ~~Applicable~~HAAS ~~(Former Name or Former Address, if Changed Since Last Report)~~COMPANY

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))

(Exact name of Registrant as specified in its charter)

OnDelaware ~~March 9, 2009, Rohm and Haas Company~~ (~~the~~State ~~“Company”)~~or ~~announced~~other ~~that~~jurisdiction itof ~~had settled litigation it had initiated against The Dow Chemical Company (“Dow”~~incorporation) on001-03507 ~~January~~Commission ~~26,~~File ~~2009~~Number ~~relating~~23-1028370 ~~to Dow’s agreement to acquire the Company pursuant to an Agreement and Plan of Merger, dated as of July 10, 2008~~ (~~the~~IRS ~~“Merger~~Employer ~~Agreement”)~~Identification ~~through a merger (the “Merger”)~~No. ~~The Delaware Chancery Court has entered a consent order in connection with the settlement.~~)

In100 ~~connection~~Independence ~~with~~Mall ~~the~~West ~~settlement~~Philadelphia, onPennsylvania ~~March~~(Address 9,of ~~2009,~~principal ~~the~~executive ~~following~~offices) ~~agreements~~19106 ~~were~~(Zip ~~entered into:~~code)

~~a Commitment to Close, between the Company and Dow~~ (~~the “Commitment to Close”~~215); 592-3000

~~an Investment Agreement between Dow and certain trusts for the benefit of charitable beneficiaries and certain Haas family members~~ (~~the~~Registrant’s telephone ~~“Haas Family Trusts”) and Paulson & Co.~~number, ~~Inc.,~~including onarea ~~behalf of the several funds and accounts managed by it (“Paulson”~~code) ~~(the “Investment Agreement”); and~~

~~a Second Amendment to the Rights Agreement, dated as of October 26, 2000, and amended 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”)~~

~~ITEM~~(Former name ~~1.01~~or ~~ENTRY~~former ~~INTO~~address, Aif ~~MATERIAL~~changed ~~DEFINITIVE~~since ~~AGREEMENT~~last report)

~~Commitment~~Check the appropriate box below if the Form 8-K filing is intended to ~~Close~~simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~Under~~o ~~the~~Written ~~Commitment~~communications pursuant to ~~Close,~~Rule ~~and~~425 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~~Securities ~~Agreement~~Act ~~and~~ (b)17 ~~the~~CFR 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)230. ~~A copy of the Commitment to Close is attached hereto as Exhibit 10.1 and is incorporated herein by reference.~~425)

~~Rights~~o ~~Plan~~Soliciting ~~Amendment~~material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Ino ~~contemplation~~Pre-commencement communications ofpursuant ~~the~~to ~~execution~~Rule ~~of the Investment Agreement, on March 9, 2009, the Company entered into a Second Amendment~~ 14d-2(~~the “Second Amendment”~~b) tounder the ~~Rights~~Exchange ~~Agreement~~Act ~~for~~(17 ~~the purpose of amending the Rights Agreement to render it inapplicable to the Investment Agreement and the transactions contemplated thereby~~CFR 240. ~~In particular, the Second Amendment provides that no person will be deemed to be an Acquiring Person~~ 14d-2(~~as defined in the Rights Agreement~~b) and no distribution of rights will occur solely by virtue of the approval, execution, delivery, adoption or performance of the Investment Agreement or the consummation transactions contemplated thereby or the public announcement of any of the forgoing.)

Ao ~~copy~~Pre-commencement communications ofpursuant ~~the Second Amendment is incorporated herein by reference~~ to ~~Exhibit~~Rule 13e-4.3(c) tounder the ~~Amendment~~Exchange ~~No.~~Act 2(17 ~~to the Company’s Registration Statement on Form 8~~CFR 240.13e-~~A filed with the~~4(c))

~~Securities~~Item ~~and Exchange Commission on March 12, 2009~~1.01 ~~The~~Entry ~~foregoing~~into ~~description~~a ofMaterial ~~the~~Definitive ~~Second Amendment is qualified in its entirety by reference to the full text of the Second Amendment.~~Agreement

~~ITEM~~On ~~3.03~~April 1, ~~MATERIAL~~2009, ~~MODIFICATION~~Rohm TOand ~~RIGHTS~~Haas OFCompany ~~SECURITY~~(the ~~HOLDERS~~“Company”), a wholly-owned subsidiary of The Dow Chemical Company (“Dow”), entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with K+S Aktiengesellschaft (“K+S”), whereby K+S will acquire the salt business of Morton International, Inc. (“MII”), a wholly-owned subsidiary of the Company.

The ~~disclosure~~Stock Purchase ~~set~~Agreement ~~forth~~provides ~~under~~that K+S will purchase all of the shares of common stock of MII and of Rohm and Haas Denmark China Salt Holdings ApS (“~~Item~~Holdco”), ~~1.01~~a ~~Entry~~company ~~into~~formed for the purpose of holding a ~~Material~~45% ~~Definitive~~equity ~~Agreement~~interest in Morton China National Salt (Shanghai) Salt Co., Ltd., a Chinese joint venture company (collectively, “Morton Salt”). The purchase price for the transaction is ~~hereby~~$1.675 ~~incorporated~~billion byin ~~reference~~cash, ~~into~~subject ~~this~~to ~~Item~~adjustment 3at closing for working capital and certain indebtedness, pension and post-retirement benefit obligations of the Morton Salt business.~~03.~~

~~ITEM~~The Company 8and K+S have agreed to customary representations, warranties and covenants in the Stock Purchase Agreement.01 The ~~OTHER~~Company ~~ITEMS~~has agreed, among other things and subject to certain exceptions, to cause MII to conduct its business in the ordinary course of business between the date of execution of the Stock Purchase Agreement and the closing of the transaction, and K+S has agreed to use its best efforts and take all steps necessary to obtain the required regulatory approvals, including by making any divestitures required to obtain such approvals, prior to the termination date for the Stock Purchase Agreement of January 4, 2010.

~~Consent~~MII currently ~~Order~~has outstanding approximately $145 million aggregate principal amount of 9¼% Credit Sensitive Debentures due June 1, 2020 (the “Credit Sensitive Debentures”), which are guaranteed by the Company. Although the Credit Sensitive Debentures will remain outstanding as an obligation of MII following the closing, the Company’s guarantee will remain in place and the Company has agreed to make all payments of interest as due and principal at maturity under the Credit Sensitive Debentures.

OnThe Company ~~March~~has 9,also ~~2009~~agreed that, atprior to the ~~request~~closing of the ~~Company~~transaction, ~~and~~it ~~Dow,~~will transfer all of the ~~Delaware~~assets ~~Chancery~~of ~~Court~~Morton ~~signed~~Salt ~~and~~that ~~entered~~are anot ~~Consent~~used ~~Order~~in ~~providing~~the ~~that~~conduct ~~Dow~~of its ~~will~~salt ~~close~~business (the ~~merger~~“Non-Salt noAssets”) ~~later~~to one ~~than~~of ~~April~~its 1,affiliates ~~2009~~which ~~conditioned~~will ~~only~~assume ~~upon~~all ~~(a)~~of the ~~Haas~~liabilities ~~Family~~related ~~Trusts~~to ~~and~~the Non-Salt ~~Paulson~~Assets ~~complying~~that ~~with~~arose ~~their~~prior ~~respective~~to ~~obligations~~the ~~under~~closing. Following the closing, ~~Investment~~K+S ~~Agreement~~may ~~and~~transfer ~~(b)~~all of the ~~Company~~assets ~~complying~~of MII and its subsidiaries used in the salt business and all ~~material~~related ~~respects~~liabilities ~~with~~to ~~any~~an ~~applicable~~affiliate ~~covenants~~and ~~under~~thereafter transfer back to the ~~Merger~~Company ~~Agreement~~for ona ornominal ~~after~~sum ~~March~~the 9,equity ~~2009~~interests ~~through~~of MII. As ~~April~~a 1result, ~~2009~~after (giving effect to such transfer, the ~~extent~~Company would ~~such~~be ~~covenants~~responsible byfor ~~their~~all ~~terms~~liabilities ~~contemplate~~related ~~performance~~to ~~during~~the ~~such~~Non-Salt ~~period).~~Assets Aas ~~copy~~well as any other residual liabilities of ~~the~~MII ~~Consent~~not ~~Order~~transferred isor ~~attached~~capable ~~hereto~~of asbeing transferred ~~Exhibit~~to ~~99.1~~K+S ~~and~~pursuant isto ~~incorporated~~the ~~herein~~Stock byPurchase ~~reference~~Agreement.

~~Investment~~The Company has agreed, subject to certain limitations, to indemnify K+S in respect of breaches of its representations, warranties and covenants as well as certain liabilities arising prior to the closing, including pre-closing environmental liabilities and the liabilities of MII and its subsidiaries, to the extent they do not relate to the salt business. Subject to certain exceptions, the Company’s obligation to indemnify K+S for breaches of representations and warranties survives for 15 months following the closing date and is subject to a cap of 20% of the purchase price, as may be adjusted. In addition, the Company’s obligation to indemnify K+S for pre-closing environmental liabilities related to the salt business conducted by Morton Salt survives for 10 years following the closing and is subject to a cap of 25% of the purchase price, as may be adjusted. The Company’s indemnification obligation for liabilities of Morton Salt to the extent not relating to the salt business conducted by Morton Salt survives for 30 years following the closing and is subject to a cap of $1 billion. The Stock Purchase Agreement also provides that, at closing, Dow will enter into a guarantee in favor of K+S and its affiliates of these

Under the Investment Agreement, 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.2

~~The~~indemnity obligations ~~Investment~~as ~~Agreement~~well ~~includes certain representations~~as, ~~warranties,~~for ~~and~~a ~~covenants,~~period ~~and~~anticipated ~~grants~~ to ~~the~~be ~~Haas~~not ~~Family~~greater ~~Trusts~~than ~~and~~twelve months, ~~Paulson~~ certain ~~shelf,~~of ~~demand and piggyback registration rights in connection with~~ the ~~securities~~Company’s ~~to be sold thereunder. The~~ obligations ofwith ~~the~~respect ~~parties~~ to ~~consummate~~ the ~~purchase~~Credit Sensitive 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 AgreementDebentures.

~~ITEM~~The transaction ~~9.01~~is ~~FINANCIAL~~subject ~~STATEMENTS~~to ~~AND~~customary ~~EXHIBITS~~closing ~~(d)~~conditions, ~~Exhibits~~including receipt of regulatory approvals in the United States and Canada, and the Stock Purchase Agreement contains certain termination rights for both the Company and K+S, including the right of either party to terminate if the closing has not occurred by January 4, 2010.

The foregoing summary of the Stock Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Stock Purchase Agreement, which is attached as Exhibit ~~Number~~2.1 ~~Description~~hereto and incorporated herein by reference.

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 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.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

~~SIGNATURES~~On April 1, 2009, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated July 10, 2008, among the Company, Dow and Ramses Acquisition Corp., a direct, wholly-owned subsidiary of Dow (“Merger Subsidiary”), Merger Subsidiary merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and becoming a direct, wholly-owned subsidiary of Dow. Following the consummation of the Merger, the Company has notified the New York Stock Exchange (the “NYSE”) of its intent to remove its common stock from listing and requested that the NYSE file a notification of removal from listing on Form 25 with the Commission with respect to the Company common stock. The NYSE filed the Form 25 on April 2, 2009.

~~Pursuant~~Item to3.03 ~~the~~Material ~~requirements~~Modification of the ~~Securities~~Rights ~~Exchange Act~~ of ~~1934,~~Security ~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Holders

		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

Pursuant to the terms of the Merger Agreement (i) each outstanding share of the Company common stock was converted into the right to receive an amount in cash equal to $78.97 and (ii) all options to purchase shares of common stock of the Company granted under the Company stock option plans and all other equity based compensation awards, whether vested or unvested as of April 1, 2009, became fully vested and converted into the right to receive such amount of cash, less any applicable exercise price.

~~EXHIBIT~~Item ~~INDEX~~5.01 Changes in Control of Registrant

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.

As a result of the Merger, a change in control of the Company occurred and the Company became a wholly-owned subsidiary of Dow. The total amount of consideration paid to complete the Merger was approximately $15.68 billion.

To finance the payment of the aggregate merger consideration, Dow used a combination of (i) proceeds from borrowings under a Term Loan Agreement, dated as of September 8, 2008, among Dow, the lenders party thereto and Citibank, N.A., as administrative agent for the lenders, as amended by the First Amendment to Term Loan Agreement, which Dow entered into on March 5, 2009, (ii) proceeds from the issuance and sale of preferred stock of Dow and (iii) cash on hand.

The information included in Items 3.01 and 3.03 above regarding Merger is incorporated by reference into this Item 5.01. Additional information and details of the Merger Agreement were previously disclosed in Item 1.01 of the Company’s Current Report on Form 8-K filed on July 14, 2008, and are incorporated by reference herein. Any description of the Merger Agreement is qualified in its entirety by reference to the complete copy of the Merger Agreement filed as an exhibit to the Company’s Current Report on Form 8-K filed on July 14, 2008, which complete copy of the Merger Agreement is incorporated by reference herein.

Item 5.03

Amendment to Articles of Incorporation or By-Laws; Change in Fiscal Year

On April 1, 2009, the Company filed a Certificate of Merger with the Secretary of State of the State of Delaware effectuating the merger of Merger Sub, with and into the Company, which Certificate of Merger amended and restated the Certificate of Incorporation of the Company. On April 1, 2009, the board of directors of the Company adopted new By-laws of the Company. The By-laws of the Company were amended in their entirety. The Amended and Restated Certificate of Incorporation and the new By-laws are attached hereto as Exhibits 3.1 and 3.2, respectively.

Item 8.01

Other Events

Additionally, on April 1, 2009, in connection with the Merger, Dow entered into guarantees of the Company’s $250 million outstanding 5.60% Notes due 2013, $850 million outstanding 6.00% Notes due 2017 and $1 billion outstanding 9.80% Debentures due 2020. The forms of these guarantees are attached as exhibits hereto as Exhibits 99.1, 99.2 and 99.3, respectively.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Description

2.1

Stock Purchase Agreement, dated as of April 1, 2009, between Rohm and Haas Company and K+S Aktiengesellschaft

3.1

Amended and Restated Certificate of Incorporation

3.2

By-laws

99.1

Guarantee relating to the 5.60% Notes of Rohm and Haas

99.2

Guarantee relating to the 6.00% Notes of Rohm and Haas

99.3

Guarantee relating to the 9.80% Debentures of Rohm and Haas

SIGNATURE

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

Dated: April 6, 2009

ROHM AND HAAS COMPANY


By:	/s/ PIERRE BRONDEAU
	Name:	Pierre Brondeau
	Title:	President

EXHIBITS

Exhibit No.

Description

2.1	Stock Purchase Agreement, dated as of April 1, 2009, between Rohm and Haas Company and K+S Aktiengesellschaft

3.1	Amended and Restated Certificate of Incorporation

3.2

By-laws

99.1	Guarantee relating to the 5.60% Notes of Rohm and Haas

99.2	Guarantee relating to the 6.00% Notes of Rohm and Haas

99.3	Guarantee relating to the 9.80% Debentures of Rohm and Haas

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