UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Rohm and Haas Company

(Name of Issuer)

Common Stock

(Title of Class of Securities)

775371-10-7

(CUSIP Number)

April 1, 2009

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

x Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 775371-10-7		13G/A		Page 2 of 6 Pages


1.		Names of Reporting Persons. Phoebe W. Haas Income Trust dated December 21, 1945
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization Pennsylvania


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5. Sole Voting Power 0
		6. Shared Voting Power 0
		7. Sole Dispositive Power 0
		8. Shared Dispositive Power 0


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	¨
11.	Percent of Class Represented by Amount in Row (9) 0%
12.	Type of Reporting Person (See Instructions) OO


CUSIP No. 775371-10-7		13G/A		Page 3 of 6 Pages



Item 1(a)		Name of Issuer

		Rohm and Haas Company (the “Company”)

Item 1(b)		Address of Issuer’s Principal Executive Offices

		100 Independence Mall West, Philadelphia, Pennsylvania 19106

Item 2(a)		Name of Person Filing

		Phoebe W. Haas Income Trust dated December 21, 1945

Item 2(b)		Address of Principal Business Office or, if None, Residence

		1717 Arch Street, 14th Floor
		Philadelphia, PA 19103

Item 2(c)		Citizenship

		Not Applicable

Item 2(d)		Title of Class of Securities

		Common Stock

Item 2(e)		CUSIP Number

		775371-10-7

Item 3		If this Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: Not Applicable.

		(a) ¨ Broker or dealer registered under Section 15 of the Exchange Act;

		(b) ¨ Bank as defined in Section 3(a)(6) of the Exchange Act;

		(c) ¨ Insurance company as defined in Section 3(a)(19) of the Exchange Act;

		(d) ¨ Investment company registered under Section 8 of the Investment Company Act;

		(e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

		(f) ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

		(g) ¨ A parent holding company or control person in accordance with Rule 13d 1(b)(1)(ii)(G);

		(h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

		(i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; or

		(j) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(J).


CUSIP No. 775371-10-7		13G/A		Page 4 of 6 Pages



Item 4	Ownership¹

	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)	Amount Beneficially Owned

		0

	(b)	Percent of Class

		0%

	(c)	Number of Shares as to Which such Person Has:

		(i)	Sole Power to Vote or to Direct the Vote

			0

		(ii)	Shared Power to Vote or to Direct the Vote

			0

		(iii)	Sole Power to Dispose or to Direct the Disposition of

			0

		(iv)	Shared Power to Dispose or to Direct the Disposition of

			0

Item 5	Ownership of Five Percent or Less of a Class²

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following x.

Item 6	Ownership of More than Five Percent on Behalf of Another Person

	Not Applicable

Item 7	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

	Not Applicable

The holdings reported herein do not include shares of common stock of the Company owned by five other trusts (the “Other Haas Family Trusts”) and shares of common stock of the Company reported as beneficially owned by the trustees of the reporting person who are members of the Haas family. The Other Haas Family Trusts and such members of the Haas family beneficially own, in the aggregate, no shares of common stock of the Company. The reporting person currently has several trustees in common with the Other Haas Family Trusts, including John C. Haas, John O. Haas, William D. Haas and Thomas W. Haas. John C. Haas is a retired officer and director of the Company. John O. Haas, William D. Haas and Thomas W. Haas are nephews of John C. Haas. Thomas W. Haas is a former director of the Company. The reporting person disclaims beneficial ownership of the shares of common stock of the Company owned by the Other Haas Family Trusts and by the members of the Haas family who are trustees of the reporting person.

On April 1, 2009, 26,822,996 shares of common stock of the Company held by the reporting person were disposed of pursuant to an agreement and plan of merger dated as of July 10, 2008, among The Dow Chemical Company (“Dow”), Ramses Acquisition Corp., a wholly owned subsidiary of Dow, and the Company, in exchange for $78.97 in cash per share of common stock of the Company.


CUSIP No. 775371-10-7		13G/A		Page 5 of 6 Pages



Item 8		Identification and Classification of Members of the Group

		Not Applicable

Item 9		Notice of Dissolution of Group

		Not Applicable

Item 10		Certifications

		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


CUSIP No. 775371-10-7		13G/A		Page 6 of 6 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

PHOEBE W. HAAS INCOME TRUST

DATED DECEMBER 21, 1945

April 6, 2009

Date

/s/ John C. Haas

Signature

John C. Haas, Trustee

Name/Title

ROHM & HAAS CO SC 13G/A