Report of Independent Accountants

To the Board of Directors and Stockholders of Rohm and Haas Company

In our opinion, the accompanying consolidated balance sheets and the related statements of consolidated earnings, stockholders' equity and cash flows present fairly, in all material respects, the financial position of Rohm and Haas Company and its subsidiaries at December 3l, 1998, and the results of their operations and their cash flows for the year, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for the opinion expressed above. The financial statements of Rohm and Haas Company for the years ended December 31, 1997 and 1996, were audited by other independent accountants whose report dated February 23, 1998, expressed an unqualified opinion on those statements.

February 22, 1999

PricewaterhouseCoopers LLP
Thirty South Seventeenth Street
Philadelphia, PA 19103-4094
Telephone (215) 575 5000

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