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As filed with the Securities and Exchange Commission on September 28, 2005
Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ROHM AND HAAS COMPANY

(Exact Name of Registrant as Specified in Its Charter)


Delaware (State or Other Jurisdiction of Incorporation or Organization)		100 Independence Mall West Philadelphia, PA 19106-2399 (Address of Principal Executive Offices Including Zip Code)		23-1028370 (I.R.S. Employer Identification Number)

2004 AMENDED AND RESTATED
ROHM AND HAAS COMPANY STOCK PLAN

(Full Title of the Plan)

Robert A. Lonergan
Rohm and Haas Company
100 Independence Mall West
Philadelphia, PA 19106-2399
(Name and Address of Agent For Service)

215-592-3000

(Telephone Number, Including Area Code, of Agent For Service)

Copy to:
Dennis O. Wilson
Rohm and Haas Company
100 Independence Mall West
Philadelphia, PA 19106-2399

CALCULATION OF REGISTRATION FEE

Proposed Maximum

Amount of

Amount to be

Offering

Aggregate

Registration

Title of Securities to be Registered

Registered⁽¹⁾

Price Per Share⁽²⁾

Offering Price⁽²⁾

Fee

Common Stock, par value $2.50 per share

10,000,000

$40.83

$408,300,000

$48,056.91

(1)		Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the number of shares of Common Stock registered shall be adjusted to include any additional shares which may become issuable as a result of stock dividends, stock splits, combinations of shares and any other change in corporate capital structure, including reorganization, recapitalization, merger and consolidation, in accordance with the provisions of the Amended and Restated Rohm and Haas Company Stock Plan.

(2)		Estimated pursuant to Paragraphs (c) and (h) of Rule 457 under the Securities Act solely for the purpose of calculating the registration fee, based upon the average of the high and low sales prices per share of the Common Stock on September 23, 2005, as reported on the New York Stock Exchange.

INTRODUCTION

This registration statement on Form S-8 is filed by ROHM AND HAAS COMPANY pursuant to General Instruction E to Form S-8 to register an additional 10,000,000 shares of common stock that may be offered and sold to participants under the 2004 AMENDED AND RESTATED ROHM AND HAAS COMPANY STOCK PLAN (the “2004 Plan”). The contents of registration statement on Form S-8, file number 333-73437, previously filed by ROHM AND HAAS COMPANY and relating to the registration of shares of common stock for issuance under the ROHM AND HAAS 1999 STOCK PLAN (the “1999 Plan”), including as it has been amended and restated, are hereby incorporated by reference in this registration statement in accordance with General Instruction E to Form S-8. [The 2004 Plan amends and restates the Amended and Restated Rohm and Haas Stock Plan approved by stockholders on May 7, 2001, which in turn amended and restated the plan originally approved by stockholders on June 21, 1999.]

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.


Exhibit No.		Description
5		Opinion of Morgan, Lewis & Bockius LLP
23.1		Consent of Morgan, Lewis & Bockius LLP (included as part of Exhibit 5)
23.2		Consent of PricewaterhouseCoopers LLP
24		Power of Attorney (included as part of the signature page)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, on this 27th day of September, 2005.


ROHM AND HAAS COMPANY
By:	/s/ Raj L. Gupta
	Name:	Raj L. Gupta
	Title:	Chief Executive Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Each of the directors and/or officers of the Company whose signature appears below hereby appoints Robert A. Lonergan and Dennis O. Wilson, and each of them severally as his or her attorney-in-fact and agent, each with full power of substitution, for him or her and in his or her name, place and stead, to sign his or her name and on his or her behalf, in any and all capacities stated below, and to file with the Commission any and all amendments (including post-effective amendments) and supplements to this Registration Statement as appropriate, and to file the same, with all exhibits thereto, and other documents in connection therewith, and generally to do all such things on their behalf in their capacities as officers and directors to enable the Company to comply with the provisions of the Securities Act, and all requirements of the Commission.


Name and Signature	Title	Date
/s/ Raj L. Gupta Raj L. Gupta	Chairman, President, Chief Executive Officer and Director	September 27, 2005
/s/ Jacques M. Croisetiere Jacques M. Croisetiere	Vice President and Chief Financial Officer (Principal Accounting Officer)	September 27, 2005
/s/ William J. Avery William J. Avery	Director	September 27, 2005


Name and Signature	Title	Date
/s/ David W. Haas David W. Haas	Director	September 27, 2005
/s/ Thomas W. Haas Thomas W. Haas	Director	September 27, 2005
/s/ Richard L. Keyser Richard L. Keyser	Director	September 27, 2005
/s/ Rick J. Mills Rick J. Mills	Director	September 27, 2005
/s/ Jorge P. Montoya Jorge P. Montoya	Director	September 27, 2005
/s/ Sandra O. Moose Sandra O. Moose	Director	September 27, 2005
/s/ Gilbert S. Omenn Gilbert S. Omenn	Director	September 27, 2005
/s/ Gary L. Rogers Gary L. Rogers	Director	September 27, 2005
/s/ Ronaldo H. Schmitz Ronaldo H. Schmitz	Director	September 27, 2005


Name and Signature	Title	Date
/s/ George M. Whitesides George M. Whitesides	Director	September 27, 2005
/s/ Marna C. Whittington Marna C. Whittington	Director	September 27, 2005

EXHIBIT INDEX


Exhibit No.		Description
5		Opinion of Morgan, Lewis & Bockius LLP

23.1		Consent of Morgan, Lewis & Bockius LLP (included as part of Exhibit 5)

23.2		Consent of PricewaterhouseCoopers LLP

24		Power of Attorney (included as part of the signature page)