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 6, 2006
(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

Annual Bonus Compensation Earned in 2005 and Long-Term Incentive Compensation Earned in 2003-05

Salary and Annual Incentive Compensation to be Earned in 2006 and Long Term Incentive Compensation to be Earned in 2006-08

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On February 6, 2006, 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 named executive officers:

Annual Bonus Compensation Earned in 2005 and Long-Term Incentive Compensation Earned in 2003-05. 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 and special awards for Dr. Brondeau and Mr. Croisetiere of $83,762 each.

Executive Officer	Annual Awards		2003-05 Long-Term Award
Rajiv L. Gupta, Chairman, CEO and President	$	1,437,150	$	904,295
Alan E. Barton, Vice President, Coatings		335,049		221,346
Pierre R. Brondeau, Vice President, Electronic Materials		418,811		221,346
Jacques M. Croisetiere, Vice President, CFO		418,811		196,576
Robert A. Lonergan, Vice President, General Counsel and Corporate Secretary		354,650		238,105

Annual Incentive Compensation to Be Earned in 2006. For 2006, 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 2006-08. For the 2006-08 performance cycle, the Executive Compensation Committee established performance 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 2006. 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 2008.

					Estimated Future
			Performance or		Payouts Under
	Number of		Other Period		Performance Share Plan
	Shares, Units		Until Maturation		Threshold		Target		Maximum
Name	or Other Rights		or Payout		(# of shares)		(# of shares)		(# of shares)
R. L. Gupta	$	1,920,250		12/31/2008		4,883		39,063		63,477
A. E. Barton		445,000		12/31/2008		1,132		9,052		14,710
P. R. Brondeau		445,000		12/31/2008		1,132		9,052		14,710
J. M. Croisetiere		445,000		12/31/2008		1,132		9,052		14,710
R. A. Lonergan		390,000		12/31/2008		992		7,934		12,893

Salary

Name	Salary (as of April 1, 2006)
Raj L. Gupta	$	1,005,000
Alan E. Barton	$	430,000
Pierre R. Brondeau	$	430,000
Jacques M. Croisetiere	$	430,000
Robert A. Lonergan	$	380,600

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(C) EXHIBITS

10.1 — Annual Bonus Compensation Earned in 2005 and Long-Term Incentive Compensation Earned in 2003-05

10.2 — Salary and Annual Incentive Compensation to be Earned in 2006 and Long-Term Incentive Compensation to be Earned in 2006-08

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, President & Chief Executive Officer

Date: February 10, 2006

Exhibit Index

10.1 — Annual Bonus Compensation Earned in 2005 and Long-Term Incentive Compensation Earned in 2003-05

10.2 — Salary and Annual Incentive Compensation to be Earned in 2006 and Long-Term Incentive Compensation to be Earned in 2006-08