The financial statements of Rohm and Haas Company and subsidiaries were prepared by the company in accordance with generally accepted accounting principles. The financial statements necessarily include some amounts that are based on the best estimates and judgments of the company. The financial information in this annual report is consistent with that in the financial statements.

The company maintains accounting systems and internal accounting controls designed to provide reasonable assurance that assets are safeguarded, transactions are executed in accordance with the company's authorization and transactions are properly recorded. The accounting systems and internal accounting controls are supported by written policies and procedures, by the selection and training of qualified personnel and by an internal audit program. In addition, the company's code of business conduct requires employees to discharge their responsibilities in conformity with the law and with a high standard of business conduct.

The company's financial statements have been audited by KPMG Peat Marwick LLP, independent auditors, as stated in their report below. Their audit was conducted in accordance with generally accepted auditing standards and included a review of internal accounting controls to the extent considered necessary to determine the audit procedures required to support their opinion.

The audit committee of the board of directors, composed entirely of non-employee directors, recommends to the board of directors the selection of the company's independent auditors, approves their fees and considers the scope of their audits, audit results, the adequacy of the company's internal accounting control systems and compliance with the company's code of business conduct.

J. Lawrence Wilson Chairman of the Board and Chief Executive Officer	Bradley J. Bell Vice President and Chief Financial Officer

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