SecProbe.io

CORRESP
1
filename1.htm

Correspondence

      Ciba
      Specialty Chemicals Inc.
      Switzerland

      Ciba
      Spezialitätenchemie AG

      Schweiz

      Ciba
      Spécialités Chimiques
      SA

      Suisse

      Michael
      Jacobi
K-141.1.24

      Nili
      Shah

      Accounting
      Branch Chief

      Division
      of Corporation Finance

      United
      States Securities and Exchange Commission

      Washington,
      DC 20549

      USA

      May 30,
      2005

RE:   Form
20-F; Filed February 1, 2005

          File No.
333-56040

Dear
Ms. Shah,

Thank you
for your prompt response to my May 13, 2005 letter to you. This letter is
prepared to address the three additional comments related to Ciba Specialty
Chemicals Holding Inc. (the “Company”) raised by you in your letter dated May
18, 2005. The
comments of the staff (the “Staff”) of the Division of Corporation Finance of
the U.S. Securities and Exchange Commission (the “Commission” or “SEC”) and our
responses to each of the numbered questions in your May 18
letter are set forth below.

May
18 Letter

Item
5. Operating and Financial Review and Prospects

Comment
1: We
note your response to our prior comment 1. The statement in Question 13 that
free cash flows does not have a uniform definition is to denote that it is in
fact a non-GAAP measure, meaning it does not have a uniform definition and
registrants may not present the measure in the exact same way. Question 13 does
not allow registrants to remove any item from cash flows from operating
activities or eliminate the requirement stated in Item 10(e)(1)(ii)(A) of
Regulation S-K to not exclude charges or liabilities that required, or will
require, cash settlement from non-GAAP liquidity measures, other than EBIT and
EBITDA. As such, please confirm to us that you will discontinue the exclusion of
restructuring payments or similar items from free cash flows in future filings,
as the resulting measure is contrary to Item 10(e)(1)(ii)(A) of Regulation
S-K.

      Klybeckstrasse
      141

      4002
      Basel

      Switzerland

      Tel+41
      61 636 21 67

      Fax+41
      61 636 20 42

      www.cibasc.com

      Klybeckstrasse
      141

      4002
      Basel

      Schweiz

      Tel.+41
      61 636 21 67

      Fax+41
      61 636 20 42

      www.cibasc.com

      Klybeckstrasse
      141

      4002
      Basel

      Suisse

      Tél.+41
      61 636 21 67

      Fax+41
      61 636 20 42

      www.cibasc.com

Response
to Comment 1:

Thank you
for clarifying our apparent misunderstanding of Question 13. In response to the
Staff’s comment, the Company respectfully advises the Staff on a supplemental
basis as follows:

The
Company confirms that it will discontinue the exclusion of restructuring
payments or similar items from free cash flows in future filings.

Comment
2: We
note your response to prior comment 4. While we understand you are going to
discontinue presenting your adjusted EBITDA measure with your December 31, 2006
20-F and that you have communicated earnings targets to your employees and
investment community based on your adjusted EBITDA, you did not comment on the
title of your adjusted EBITDA measure. Question 14 clearly states that if the
measures are calculated differently than the description of EBITDA, that measure
should not be titled EBITDA. As such, we continue to request that you re-title
your measure to something other than EBITDA, such as Adjusted
EBITDA.

Response
to Comment 2:

In
response to the Staff’s comment, the Company respectfully advises the Staff on a
supplemental basis as follows:

In its
2005 filings, the Company will re-title its measure to Adjusted
EBITDA.

Item
15. Controls and Procedures

Comment
3: We
note your response to prior comment 7; however, it is our position that both
statements in Rules 13a-15(e) and 15(d)-15(e) encompass the entire definition of
disclosure controls and procedures. The second sentence is not explanatory, but
rather part of the full
definition. As such, please confirm to us, if true, that your disclosure
controls and procedures were also effective to ensure that information required
to be disclosed by you in the reports you file and/or submit 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
disclosures as of December 31, 2004. Please also confirm that you will comment
on the full
definition of disclosure controls and procedures’ effectiveness in future
filings, as previously requested.

      Klybeckstrasse
      141

      4002
      Basel

      Switzerland

      Tel+41
      61 636 21 67

      Fax+41
      61 636 20 42

      www.cibasc.com

      Klybeckstrasse
      141

      4002
      Basel

      Schweiz

      Tel.+41
      61 636 21 67

      Fax+41
      61 636 20 42

      www.cibasc.com

      Klybeckstrasse
      141

      4002
      Basel

      Suisse

      Tél.+41
      61 636 21 67

      Fax+41
      61 636 20 42

      www.cibasc.com

      Page
      2 of 3

Response
to Comment 3:

In
response to the Staff’s comment, the Company respectfully advises the Staff on a
supplemental basis as follows:

The
Company confirms that its disclosure controls and procedures were also effective
to ensure that information required to be disclosed by it in the reports it
filed and/or submitted under the Exchange Act was accumulated and communicated
to its management, including its principal executive and principal financial
officers, or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosures as of December 31, 2004. The
Company also confirms that it will comment on the full definition of disclosure
controls and procedures’ effectiveness in future
filings.

*
* *

If we may
be of further assistance, please do not hesitate to call me on +41 61 636
11 11.

Yours
sincerely,

/s/
Michael Jacobi

Michael
Jacobi

Chief
Financial Officer

Copies
to:

Ms.
Tracey Houser

Mr.
Nathan Cheney

United
Stated Securities and Exchange Commission

Washington,
DC 20549

USA

      Klybeckstrasse
      141

      4002
      Basel

      Switzerland

      Tel+41
      61 636 21 67

      Fax+41
      61 636 20 42

      www.cibasc.com

      Klybeckstrasse
      141

      4002
      Basel

      Schweiz

      Tel.+41
      61 636 21 67

      Fax+41
      61 636 20 42

      www.cibasc.com

      Klybeckstrasse
      141

      4002
      Basel

      Suisse

      Tél.+41
      61 636 21 67

      Fax+41
      61 636 20 42

      www.cibasc.com

      Page 3
      of 3