UNITED STATES
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

February 21, 2005
(Date of earliest event reported)

ROHM AND HAAS COMPANY

(Exact name of registrant as specified in its charter)

Delaware	1-3507	23-1028370
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

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:

o  Written communications pursuant to Rule 425 under the Securities Act (17 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 Act (17 CFR 240.14d-2(b))

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

TABLE OF CONTENTS

	ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
	ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURES
Exhibit Index
ANNUAL INCENTIVE COMPENSATION EARNED IN 2004
ANNUAL INCENTIVE COMPENSATION TO BE EARNED IN 2005

ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On February 21, 2005, the Executive Compensation Committee of the Board of Directors of Rohm and Haas Company approved the following actions with regard to the compensation of the Company’s executive officers:

Annual Incentive Compensation Earned in 2004 and Long-Term Incentive Compensation Earned in 2002-04. The Executive Compensation Committee approved the following awards pursuant to the terms of the 2004 Rohm and Haas Company Annual Incentive Plan and the 2004 Long-Term Performance Share Plan. Mr. Croisetiere’s annual incentive award includes a special award of $65,498.

Executive Officer	Annual Incentive Award		2002-04 Long-Term Award
Rajiv L. Gupta, Chairman, CEO and President	$	1,236,150	$	396,670
Alan E. Barton, Vice President, Coatings		227,910		96,086
Pierre R. Brondeau, Vice President, Electronic Materials		261,990		96,086
Jacques M. Croisetiere, Vice President, CFO		327,488		91,752
Joseph J. Forish, Vice President		205,644		73,523
Robert A. Lonergan, Vice President, General Counsel and Corporate Secretary		255,348		73,523
Anne M. Wilms, Vice President, CIO		164,860		52,224

Annual Incentive Compensation to Be Earned in 2005.  For 2005, the Executive Compensation Committee established a Return on Net Assets (RONA) goal as the performance criterion to be used in determining corporate awards under the Annual Incentive Plan. A graduated award schedule based on RONA performance will pay executive officers from 0 to 150% of base salary depending on RONA performance and job level.

Long-Term Incentive Compensation to Be Earned during 2005-07.  For the 2005-07 performance cycle, the Executive Compensation Committee established performance share standards for the executive officers under the Long-Term Performance Share Plan. Actual awards will be determined using three year average Return on Net Assets (RONA) and three year relative Total Shareholder Return (TSR) as the performance criteria. The payouts in number of shares shown in the Target column assume that Rohm and Haas’s performance matches both the RONA target and the TSR of a peer group of comparison companies. The payouts shown in the Threshold column indicate the lowest possible payout (other than zero), representing 12.5% of the target number of shares. The payouts shown in the Maximum column reflect the highest potential payouts of 162.5% of the target number of shares. Future payouts in the chart below are estimated using the average closing fair market share price for the month of January 2005. Actual dollar value of payouts (which will be paid half in stock and half in cash) will depend upon the average closing fair market share price for the month of December 2007.

					Estimated Future
	Number of		Performance or		Payouts Under
	Shares, Units		Other Period		Performance Share Plan
	or Other Rights		Until Maturation		Threshold		Target		Maximum
Name			or Payout		(# of shares)		(# of shares)		(# of shares)
R. L. Gupta	$	2,112,275		12/31/2007		6,162		49,299		80,110
A. E. Barton		445,000		12/31/2007		1,298		10,386		16,877
P. R. Brondeau		445,000		12/31/2007		1,298		10,386		16,877
J. M. Croisetiere		445,000		12/31/2007		1,298		10,386		16,877
J. J. Forish		275,000		12/31/2007		802		6,418		10,430
R. A. Lonergan		390,000		12/31/2007		1,138		9,102		14,791
A. M. Wilms		175,450		12/31/2007		512		4,095		6,654

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(C)  EXHIBITS

10.1 – Annual Incentive Compensation Earned in 2004 and Long-Term Incentive Compensation Earned in 2002-04

10.2 – Annual Incentive Compensation to be Earned in 2005 and Long-Term Incentive Compensation to be Earned in 2005-07

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

(Registrant)
 

/s/  R. L. Gupta

R. L. Gupta  

Chairman, Chief Executive Officer
and President

Date: February 25, 2005

Exhibit Index

10.1 – Annual Incentive Compensation Earned in 2004 and Long-Term Incentive Compensation Earned in 2002-04

10.2 – Annual Incentive Compensation to be Earned in 2005 and Long-Term Incentive Compensation to be Earned in 2005-07