EXHIBIT (10)(b)


                         ROHM AND HAAS COMPANY
                1997 NON-EMPLOYEE DIRECTORS' STOCK PLAN

    1. Purpose.  The purpose of this 1997 Non-Employee Directors' Stock
Plan (the "Plan") of Rohm and Haas Company (the "Company") is to advance
the interests of the Company and its stockholders by providing a means
(i) to promote ownership by the directors of a greater proprietary
interest in the Company, aligning the directors' interests more closely
with the interests of stockholders, and (ii) to attract and retain
highly qualified persons to serve as non-employee directors.

    2. Definitions.

    (a) "Deferred Stock" means the credits to a director's deferral
account under Section 6, each of which represents the right to receive
one share of Stock upon settlement of the deferral account.  Deferral
accounts, and Deferred Stock credited to the deferred accounts, are
maintained solely as bookkeeping entries by the Company evidencing
unfunded obligations of the Company.

    (b) "Fair Market Value" of Stock means, as of any given date, the
average of the high and low price of a share of Stock reported in the
New York Stock Exchange Composite Transactions.

    (c) "Stock" means the Common Stock, $2.50 par value, of the Company
and such other securities as may be substituted for Stock or such other
securities pursuant to Section 3.

    3. Shares Available Under the Plan.  The total number of shares of
Stock reserved and available for issuance under the Plan is 150,000.
Such shares may be authorized but unissued shares or treasury shares.
The total number and nature of shares so reserved shall be appropriately
adjusted to reflect stock dividends, stock splits, combinations of
shares and any similar change in the corporate capital structure which
affects the Stock such that an adjustment is appropriate to prevent
dilution or enlargement of a director's rights under the Plan, including
change as a result of a reorganization, recapitalization, merger or
consolidation.

    4. Administration of the Plan.  The Plan will be administered by the
Board of Directors of the Company.  Any action taken must be approved by
the affirmative vote of a majority of those directors who are not
eligible to participate in the Plan.

    5. Eligibility.  Deferred Stock under this Plan may be granted only
to directors of the Company who are not employees of the Company or any
of its subsidiaries and who have less than a 5% beneficial interest in
the Company's outstanding shares.  The grant of any share under this
Plan shall not impose upon the Company or its subsidiaries any
obligation to retain the director for any period.

    6. Receipt of Deferred Stock.

    (a) Conversion of Retirement Benefit.  In January, 1997, the Company
will credit the deferral account of each director vested, as of January
1, 1997, under the Rohm and Haas Retirement Plan for Non-Employee
Directors with a number of shares of Deferred Stock calculated by
dividing the present value of his or her pension (calculated
actuarially) by a stock price on the conversion date based upon a trend
line analysis of the average of the quarterly high and low stock prices
over the preceding 40 quarters.

    (b) Payment of One-Half the Directors' Annual Retainer.  Each
eligible director will receive one-half of the amount of his or her
annual retainer for services as a director in Deferred Stock.  The
Company will credit the director's deferral account, on the first
business day in January or promptly after election if newly elected,
with a number of shares of Deferred Stock calculated by dividing
one-half the annual retainer by a stock price on the grant date based
upon a trend line analysis of the average of the quarterly high and low
stock prices over the preceding 40 quarters.  If the director dies,
retires or leaves the Board before the completion of the calendar year,
his or her account will be adjusted to subtract the amounts not yet
earned.

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    (c) Election to Defer.

    (i) An eligible director may elect, no later than December 31 of any
year, to defer all or a portion of his or her annual retainer which
would otherwise be paid in cash during the next calendar year by filing
a written election with the Corporate Secretary.  A new director may
elect to defer all or part of his or her annual retainer which would
otherwise be paid in cash during that calendar year by filing a written
election with the Corporate Secretary before the commencement of his or
her term in office.  Once the election to defer is in place, the same
election will remain in effect for each succeeding year until the
election is changed at any time prior to the start of the calendar year
when the new election will take effect.

    (ii) The Company will credit the director's deferral account (at the
same time that the Deferred Stock is credited under Section 6(b)) with a
number of shares of Deferred Stock calculated by dividing the dollar
amount being deferred by a stock price on the day of deferral based upon
a trend line analysis of the average of the quarterly high and low stock
prices over the preceding 40 quarters.

    (d) Crediting of Dividend Equivalents.  Whenever dividends are paid
or distributions made with respect to Stock, each director shall be
entitled to receive, as dividend equivalents, an amount equal in value
to the amount of the dividend paid or property distributed on a single
share of Stock multiplied by the number of shares of Deferred Stock
(including any fractional share) credited to his or her deferral account
as of the record date for the dividend or distribution.  The dividend
equivalents shall be credited to the director's deferral account as a
number of shares of Deferred Stock determined by dividing the aggregate
value of the dividend equivalents by the Fair Market Value of a share of
Stock at the payment date of the dividend or distribution.

    (e) Settlement of Deferred Stock.  The Company will settle the
directors' deferral account by delivering to the directors (or his or
her beneficiary) a number of shares of Stock equal to the number of
whole shares of Deferred Stock then credited to his or her deferral
account (or a specified portion in the event of a partial settlement),
together with cash in lieu of any fractional share of Deferred Stock
credited to the deferral account.  The settlement shall be made at the
time or times specified in the director's election filed in accordance
with section 6(g)).

    (f) Designation of Beneficiary.  Each director may designate one or
more beneficiaries to receive the amounts distributable from the
director's deferral account under the Plan in event of the director's
death.  The Company may rely upon the beneficiary designation last filed
with the Company.

    (g) Elections.  Each director may elect to receive settlement of the
Deferred Stock (i) on the first business day of the month following
termination of Board membership or death or (ii) in a series of equal
annual installments in such number as the director shall specify (but
not exceeding 10) commencing on the first business day of the month
following termination of Board membership or death.  The election must
be made to the Corporate Secretary no later than one hundred and eighty
days prior to the director's termination of Board membership or death.
Failure to provide an election prior to that one hundred eighty day
period will result in the settlement being made on the first business
day of the month following termination of Board membership or death.
Any election made within the one hundred eighty day period will be void.
In no event, however, shall any settlement of the Deferred Stock be made
within six months of the Deferred Stock being awarded if necessary to
qualify for an exemption under section 16 of the Securities and Exchange
Act of 1934.

    (h) Nonforfeitability.  The interest of each director in the
Deferred Stock in his or her deferral account will be nonforfeitable.

    7. Changes to the Plan.  The Board of Directors may amend, alter,
suspend, discontinue or terminate the Plan or authority to pay retainers
in the form of Deferred Stock under the Plan without the consent of
stockholders unless stockholder consent is required by any federal or
state law or regulation or the rules of any stock exchange.  The Board
may, in its discretion, decide to submit amendments or alterations to
stockholders for approval.  No action may materially impair the rights
of the directors with respect to any previously granted Deferred Stock
without the consent of the affected director.

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    8. General Provisions.

    (a) Compliance with Laws and Obligations.  The Company will not be
obligated to issue or deliver shares of Stock in settlement of Deferred
Stock in a transaction subject to the registration requirements of the
Securities Act of 1933, as amended, or any other federal or state
securities law, any listing requirement under any listing agreement
between the Company and any stock exchange or any other law, regulation
or contractual obligation of the Company until the Company is satisfied
that such laws, regulations and other obligations of the company have
been complied with in full.  Certificates representing shares of Stock
issued under the Plan will be subject to stop-transfer orders and other
restrictions as may be applicable under such laws, regulations, and
other obligations of the Company, including any requirement that a
legend or legends be placed on the certificates.

    (b) Limitations on Transferability.  Deferred Stock will not be
transferable except by will or the laws of descent and distribution (or
to a designated beneficiary in the event of a director's death).

    (c) No Stockholder Rights Conferred.  Nothing in this Plan will
confer upon a director any rights of a stockholder of the Company unless
and until shares of Stock are issued.

    (e) Governing Law.  The validity, construction and effect of the
Plan will be determined in accordance with the Delaware General
Corporation Law and other laws of the State of Delaware, without giving
effect to principles of conflicts of laws, and applicable federal law.

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