ROHM AND HAAS COMPANY
                  RESTATED CERTIFICATE OF INCORPORATION

                  Originally incorporated April 23, 1917
                   under the name Rohm and Haas Company

       I.  The name of the company is Rohm and Haas Company.

      II.  The principal office of the Company in the State of Delaware
is located at 1209 Orange Street, in the City of Wilmington, County of
New Castle.  The name of its registered agent is The Corporation Trust
Company, and the address of its registered agent is 1209 Orange Street,
in the City of Wilmington, County of New Castle, Delaware 19801.

     III.  The purpose of the Company is to engage in any lawful act or
activity for which corporations may be organized under the General
Corporation Law of Delaware.

      IV.  The Company shall have authority to issue 400,000,000 shares
of Common Stock, of the par value of $2.50 per share, and 25,000,000 shares
of Preferred Stock, of the par value of $1.00 per share.  The Board of
Directors of the Corporation is hereby expressly authorized, at any time
and from time to time, to divide the shares of Preferred Stock into one
or more series, to issue from time to time in whole or in part the shares
of Preferred Stock, and in the resolutions providing for the issue of
such shares to fix and determine, except as otherwise expressly limited
by Delaware law, the voting powers, full or limited, or no voting powers,
and such designations, preferences and relative, participating, optional
or other special rights, and qualifications, limitations or restrictions
as may be desired, to the fullest extent permitted by Delaware law.

       V.  The Company is to have perpetual existence.

      VI.  The private property of the stockholders of the Company shall
not be subject to the payment of corporate debts to any extent whatever.

     VII.  The Board of Directors shall have the power to adopt, amend or
repeal the bylaws of the Company.

    VIII.  The Company shall have the power to keep its books of account,
documents and records outside of the state of Delaware at such places as
the Board of Directors may determine.

      IX.  No holder of securities of any class of the Company shall be
entitled as such, as a matter of right, to subscribe for or purchase any
part of any new or additional issue of securities of any class of the
Company, whether now or hereafter authorized.  All securities of the Company
shall be issued and sold to such parties as the Board of Directors in its
discretion may determine.

       X.  No director of the Company shall be personally liable to the
Company or to any stockholder for monetary damages for any breach of duty
as a director except to the extent such exemption from liability is not
permitted under the Delaware General Corporation Law as currently in
effect or hereafter amended.  Neither the amendment to nor repeal of
this Article nor the adoption of any provision of the Certificate of
Incorporation inconsistent with this Article shall apply to or have
any effect in respect of any matter occurring, or any cause of action,
suit or claim that, but for this Article X would accrue or arise, prior to
such amendment, repeal or adoption of an inconsistent provision.

      XI.  Any action required or permitted to be taken by the holders
of the capital stock of the Company must be effected at a duly called
annual or special meeting of the stockholders and may not be effected by
a consent in writing.



    IN WITNESS WHEREOF, this Restated Certificate of Incorporation, which
restates and integrates and does not further amend the provisions of the
Corporation's Certificate of Incorporation as previously restated and
amended and which has no discrepancy between itself and those provisions
and having been duly adopted by the Board of Directors of the Corporation
in accordance with the provisions of Section 245 of the General Corporation
Laws of the State of Delaware, has been executed this 20th day of August,
1999, by its authorized officer.


                                             /s/ GAIL P. GRANOFF
                                             --------------------------------
                                                 Gail P. Granoff
                                                 Corporate Secretary