SecProbe.io

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Mail Stop 0510

April 14, 2005

via U.S. mail and facsimile

Michael Jacobi
Chief Financial Officer
Ciba Specialty Chemicals Holding Inc.
Klybeckstrasse 141
4002 Basel
Switzerland

	RE:	Ciba Specialty Chemicals Holding Inc.
		Form 20-F for the fiscal year ended December 31, 2004
		Filed February 1, 2005

		File No. 333-56040

Dear Mr. Jacobi:

      We have limited our review of the above referenced filing to
your Item 15 of Form 20-F disclosures; your use of non-GAAP
measures
and disclosures in accordance with General Instruction C(e) to
Form
20-F; and your loss contingencies disclosure in compliance with
SFAS
5 and SAB Topic 5:Y.  Our review of your filing was solely to
determine compliance with comments issued during the course of
this
review.  Other than as discussed above, no further review of your
periodic reports has been or will be made.

      Where indicated, we think you should revise your disclosures
in
future filings in response to these comments.  If you disagree, we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary.  Please be as detailed as necessary
in
your explanation.  In some of our comments, we may ask you to
provide
us with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 20-F for the year ended December 31, 2004

Item 5. Operating and Financial Review and Prospects

1. We note your use of the non-GAAP financial measure, free cash
flow, as a liquidity measure.  It appears that you are excluding
restructuring payments, which appears to have required cash
settlement.  Item 10(e)(1)(ii)(A) of Regulation S-K prohibits the
exclusion of charges or liabilities that required, or will
require,
cash settlement from non-GAAP liquidity measures.  Please advise,
or
discontinue the exclusion of items prohibited by Item
10(e)(1)(ii)(A)
of Regulation S-K in future filings.

2. In future filings where you present the non-GAAP measure, free
cash flows, please present the three major categories of the
statement of cash flows with equal or greater prominence in
accordance with Question 12 of the SEC "Frequently Asked Questions
Regarding the Use of Non-GAAP Financial Measures."  It appears
that
you first present free cash flows in the table under the caption,
"Year in review - 2004 compared to 2003."  The three major
captions
of the statement of cash flows are not included in this tabular
presentation.  Also, please include all of the information
required
per Question 13 of the SEC "Frequently Asked Questions Regarding
the
Use of Non-GAAP Financial Measures."  Specifically, it does not
appear that you have included a discussion of all material
limitations of this measure.  Please advise, or revise in future
filings.

3. We note that the first time you present your non-GAAP measure
referred to as EBITDA is within your Selected Financial Data
section.
Please either provide the disclosures required by Item 10(e) of
Regulation S-K and the SEC "Frequently Asked Questions Regarding
the
Use of Non-GAAP Financial Measures" in this section, including the
reconciliation from net income, or include a cross reference to
where
the required disclosures are located in future filings.

4. When note you are presenting a non-GAAP measure you refer to as
"EBITDA."  From the reconciliation referenced you are removing
more
than just interest, taxes, depreciation and amortization.  Item
10(e)(1)(ii)(B) of Regulation S-K prohibits you from eliminating
items that are not considered non-recurring, infrequent or
unusual,
such as other financial expense, net, minority interest, and
income
from discontinued operations, net of tax.  As such, please confirm
that you will discontinue presenting such a measure in which you
are
removing items other than interest, taxes, depreciation,
amortization
or non-recurring, infrequent or unusual in nature.  If you present
a
measure that removes non-recurring, infrequent or unusual in
nature
items from the standard EBITDA measure, then you should label the
figure as something other than EBITDA.  Please see the response to
Question 14 of "Frequently Asked Questions Regarding the Use of
Non-
GAAP Financial Measures" for guidance.

5. We note that you present EBITDA to assess the Company`s
performance.   However, your disclosures do not fully comply with
Item 10(e) of Regulation S-K or with Question 8 of the SEC
"Frequently Asked Questions Regarding the Use of Non-GAAP
Financial
Measures."  In future filings, adequately addressed each
disclosure
item set forth in Question 8 of the SEC "Frequently Asked
Questions
Regarding the Use of Non-GAAP Financial Measures," as noted below:
* How the exclusion of each item materially limits the usefulness
of
EBITDA.  For instance you might expand your disclosures, in part,
to
address the limitations of EBITDA by providing the following
information:
- It does not include interest expense.  Because we have borrowed
money in order to finance our operations, interest expense is a
necessary element of our costs and ability to generate revenue.
Therefore any measure that excludes interest expense has material
limitations;
- It does not include depreciation and amortization expense.
Because
we use capital assets, depreciation and amortization expense is a
necessary element of our costs and ability to generate revenue.
Therefore any measure that excludes depreciation and amortization
expense has material limitations;
- It does not include taxes.  Because the payment of taxes is a
necessary element of our operations, any measure that excludes tax
expense has material limitations.

* How management compensates for the limitations noted above when
using EBITDA.

* The substantive reasons why management believes EBITDA provides
useful information to investors.

6. We note that you have referred to segment EBITDA as a non-GAAP
measure within your MD&A section and also with in the Business
Segment Data section.  It appears that you are presenting Segment
EBITDA as a profit measure used to evaluate the performance of
your
reportable segments and to allocate resources to your reportable
segments, as required in accordance with SFAS 131.  As such, the
presentation of Segment EBITDA is not considered a non-GAAP
measure
under Item 10(e) of Regulation S-K.  Refer to Question 18 of the
SEC
"Frequently Asked Questions Regarding the Use of Non-GAAP
Financial
Measures" for additional guidance."  Therefore, please remove all
references in future filings that Segment EBITDA is a non-GAAP
measure.

Item 15.  Controls and Procedures

7. We note that your chief executive officer and chief financial
officer concluded your disclosure controls and procedures "...were
effective to provide reasonable assurance that information
required
to be disclosed in this Annual Report on Form 20-F is recorded,
processed, summarized and reported within the time periods
specified
in Securities and Exchange Commission rules and forms."  This is
an
incomplete definition of disclosure controls and procedures per
Rules
13a-15(e) and 15d-15(e) of the Exchange Act.  Please confirm to us
and revise in future filings your disclosure to clarify, if true,
that your officers concluded that your disclosure controls and
procedures are effective to ensure that information required to be
disclosed by you in the reports that you file or submit under the
Exchange Act is recorded, processed, summarized and reported,
within
the time periods specified in the Commission`s rules and forms and
to
ensure that information required to be disclosed by an issuer in
the
reports that it files or submits under the Exchange Act is
accumulated and communicated to your management, including its
principal executive and principal financial officers, or persons
performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.  Otherwise, please simply
conclude that your disclosure controls and procedures are
effective
or ineffective, whichever the case may be.

21.  Commitments and contingencies

8. We note in your second paragraph under the caption,
Contingencies,
you state that management is of the opinion there are no matters
pending "which would be likely to have a material adverse effect
in
relation to its business, financial position or results of
operations."  In future filings, please include disclosure as to
the
materiality to your cash flows in addition to results of
operations
and financial position.  In addition, the language you use to
describe loss contingencies should be consistent and clear
regarding
whether you believe that the described contingency is remote,
reasonably possible, or probable.  Depending upon that
determination,
all other appropriate disclosures should be made.  A statement
that
the contingency is not expected to be material does not satisfy
the
requirements of SFAS 5 if there is at least a reasonable
possibility
that a loss exceeding amounts already recognized may have been
incurred and the amount of that additional loss would be material
to
a decision to buy or sell your securities.  In that case, you must
either (a) disclose the estimated additional loss, or range of
loss,
or (b) state that such an estimate cannot be made.  Refer to SFAS
5
and SAB Topic 5:Y for guidance.

9. In future filings, please revise your disclosure regarding the
pension-related litigation from your divestment of the Performance
Polymers Business in 2000 to state the amount, or range, of
reasonably possible loss in excess of accrual in accordance with
SFAS
5, or confirm to us that such amount is immaterial.

10. With regards to your outstanding environmental matters, it
appears that the amount, or range, of reasonably possible loss in
excess of accrual could be material to your results of operations,
financial position and cash flows based on your statement that
"there
can be no assurance that significant costs and liabilities from
ongoing or past operations will not be incurred in the future.  As
such, please revise your disclosure in future filings to not only
disclose the amount accrued for your environmental matters but
also
the estimate amount or range of reasonably possible loss in excess
of
accrual, or that such amount or range cannot be made.  Finally,
also
revise your disclosure for your environmental matters to provide
the
applicable information listed in Question 2 to SAB Topic 5:Y, such
as:
* The circumstances affecting the reliability and precision of
loss
estimates;
* The extent to which unasserted claims are reflected in your
accrual
or may affect the magnitude of the contingency;
* The timeframe over which the accrued or presently unrecognized
amounts may be paid out; and
* The material components of the accruals and significant
assumptions
underlying estimates.

11. With regards to your acrylamide litigation, it is unclear
whether
you are evaluating your accrual for this loss contingency required
under SFAS 5 independently from any potential gain contingency
from
insurance recoveries you believe is probable.  As such, please
tell
us the amount of loss contingency you believe is probable and
estimable separate from any potential gain contingency as of
December
31, 2004 and December 31, 2003.  Refer to SAB Topic 5:Y and FIN 39
for guidance.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your responses to our comments
and
provides any requested supplemental information.  Detailed
response
letters greatly facilitate our review.  Please file your response
letter on EDGAR.  Please understand that we may have additional
comments after reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

?        the company is responsible for the adequacy and accuracy
of
the disclosure in the filing;

?        staff comments or changes to disclosure in response to
staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

?        the company may not assert staff comments as a defense in
any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Tracey Houser, Staff Accountant, at (202)
942-
1989, Nathan Cheney at (202) 942-1804 or me at (202) 942-2923 if
you
have questions regarding comments on the financial statements and
related matters.

							Sincerely,

							Nili Shah
							Accounting Branch Chief

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Mr. Jacobi
Ciba Specialty Chemicals Holding Inc.
April 14, 2005
Page 1 of 6

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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