BANKERS TRUST NEW YORK CORPORATION
One Bankers Trust Plaza
New York, New York 10006
Linda L. Assali Mailing Address:
Vice President BT Services Tennessee, Inc.
Telephone: 615-835-2901 648 Grassmere Park
Nashville, TN 37211
February 14, 1997
Securities and Exchange Commission
SEC Document Control
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Filing Desk
Dear Sirs:
Re: Filing of Schedule 13G on
Rohm & Haas Company
Pursuant to Rule 13d-1 of the General Rules and Regulations
under the Securities Exchange Act of 1934, the following is
one copy of the Schedule 13G with respect to the common
stock of the above referenced corporation.
Please acknowledge your receipt of the Schedule 13G filing
submission through the EDGAR-Link System software, by E-Mail
confirmation.
Sincerely,
Linda Assali
Enclosures
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
Rohm & Haas Company
_______________________________________
NAME OF ISSUER:
Common Stock (Par Value $2.50)
_______________________________________
TITLE OF CLASS OF SECURITIES
775371107
_______________________________________
CUSIP NUMBER
Check the following box if a fee is being paid with
this statement [ ]. (A fee is not required only if
the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five
percent of the class of securities described in Item
1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less
of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form
with respect to the subject class of securities, and
for any subsequent amendment containing information
which would alter the disclosures provided in a prior
cover page.
The information required in the remainder of this
cover page shall not be deemed to be "filed" for the
purpose of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however,
see the Notes).
(Continued on following page(s))
Page 1 of 8 Pages
CUSIP No. 775371107 Page 2 of 8 Pages
1.NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bankers Trust New York Corporation and its wholly-owned
subsidiary, Bankers Trust Company, as Trustee for various
employee benefit plans and investment advisor.
13-6180473
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(A) [ ]
(B) [X]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
Both Bankers Trust New York Corporation and Bankers Trust
Company are New York Corporations
NUMBER OF 5. SOLE VOTING POWER 495,411 shares
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 0 shares
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 879,197 shares
REPORTING
PERSON 8. SHARED DISPOSITIVE POWER 600 shares
WITH
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
879,797 shares
CUSIP No. 775371107 Page 3 of 8 Pages
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES
CERTAIN SHARES *
[X]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.4%
12.TYPE OF REPORTING PERSON *
Bankers Trust New York Corporation - HC
Bankers Trust Company - BK
BT Securities -
CUSIP No. 775371107 Page 4 of 8 Pages
DISCLAIMER OF BENEFICIAL OWNERSHIP
THE FILING OF THIS SCHEDULE G STATEMENT SHALL NOT BE
CONSTRUED AS AN ADMISSION THAT BANKERS TRUST NEW YORK
CORPORATION OR BANKERS TRUST COMPANY, AS TRUSTEE (THE
"BANK") IS, FOR THE PURPOSE OF SECTION 13(g) OF THE
SECURITIES AND EXCHANGE ACT OF 1934, OR FOR ANY OTHER
PURPOSE, THE BENEFICIAL OWNER OF THE SECURITIES SET FORTH
IN ITEM 4(a)(ii) HEREOF.
Item 1(a) NAME OF ISSUER:
Rohm & Haas Company
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE
OFFICES:
Independence Mall West
Philadelphia, PA 19105
Item 2(a) NAME OF PERSON FILING:
Bankers Trust New York Corporation, its
wholly-owned subsidiaries, Bankers Trust
Company, as Trustee for various employee
benefit plans and investment advisor, and BT
Securities, Inc.
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
280 Park Avenue
New York, New York 10017
Item 2(c) CITIZENSHIP:
Bankers Trust New York Corporation, Bankers
Trust Company, as Trustee for various employee
benefit plans and investment advisor, and BT
Securities are corporations incorporated in the
State of New York with their principal business
offices located in New York
CUSIP No. 775371107 Page 5 of 8 Pages
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock (Par Value $2.50) of Rohm & Haas
Company, a Delaware corporation.
Item 2(e) CUSIP NUMBER:
775371107
Item 3 THE PERSON FILING IS A:
For Bankers Trust New York Corporation,
(g) [X] Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G)
For Bankers Trust Company
(b) [X] Bank as defined in section 3(a)(6) of the
Act.
For BT Securities, Inc.
(a) [X] Broker or dealer registered under Section
15 of the Act.
Item 4 OWNERSHIP:
As of December 31, 1996
(a) Amount Beneficially Owned:
(i) Bankers Trust Company 878,397 shares
BT Securities 1,400 shares
879,797 shares
(ii) Bankers Trust Company was also the record owner
of 4,938,911 shares held by the Bank as Trustee of
the Rohm & Haas Co. LESOP Savings Plan (the
"Plan") with respect to which the bank disclaims
beneficial ownership.
CUSIP No. 775371107 Page 6 of 8 Pages
The Plan states that each Plan participant shall
have the right to direct the manner in which
shares of common stock shall be voted at all
stockholders' meetings. The Department of Labor
has expressed the view that, under certain
circumstances, ERISA may require the Trustee to
vote shares which are not allocated to
participants' accounts and unvoted shares.
Since, in the view of Bankers Trust New York
Corporation and Bankers Trust Company, such
voting power is merely a residual power based
upon the occurrence of an unlikely contingency
and is not a sole or shared power to vote the
securities, Bankers Trust New York Corporation
and Bankers Trust Company hereby disclaim
beneficial ownership of such securities.
(b) Percent of Class:
The common stock described in Item 4(a) above
as to beneficial ownership is acknowledged
constitutes of:
Bankers Trust Company 1.4%
BT Securities 0.0%
1.4%
The Common Stock as to which Bankers
Trust Company disclaims beneficial ownership
constitutes 7.7% of the Issuer's outstanding
Common Stock.
(c) Number of shares as to which the Bank has:
(i) sole power to vote or to direct the
vote -
Bankers Trust Company 494,011 shares
BT Securities 1,400 shares
495,411 shares
(ii) shared power to vote or to direct the
vote -
Bankers Trust Company 0 shares
BT Securities 0 shares
0 shares
(iii) sole power to dispose or to direct the
disposition of -
Bankers Trust Company 877,797 shares
BT Securities 1,400 shares
879,197 shares
(iv) shared power to dispose or to direct the
disposition of -
Bankers Trust Company 0 shares
BT Securities 600 shares
600 shares
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF
OF ANOTHER PERSON:
The Issuer's Plan, and various employee benefit
plan for which the Bank serves as Trustee
have the right to receive and/or the power to
direct the receipt of dividends from, or the
proceeds from the sale of, such securities.
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY:
See Item 3 above.
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF
THE GROUP:
Not applicable.
CUSIP No. 775371107 Page 7 of 8 Pages
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
Item 10 CERTIFICATION:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purpose or
effect.
CUSIP No. 775371107 Page 8 of 8 Pages
SIGNATURE:
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Date: as of December 31, 1996
Signature: Bankers Trust New York Corporation
By: /s/James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
Signature: Bankers Trust Company, as Trustee for various
employee benefit plans.
By: /s/James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
EXHIBIT TO ITEM 7
The chain of ownership from Bankers Trust New York
Corporation to Bankers Trust Company is shown below:
Bankers Trust New York Corporation
|
100%
|
Bankers Trust Company
