SecProbe.io

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								September 15, 2005

Mr. H. Wagter
Chief Financial Officer/Managing Director
Kappa Holding B.V.
Dr. Holtroplaan 5
NL-5652 XR Eindhoven
The Netherlands

	Re:	Kappa Holding B.V.
		Form 20-F for Fiscal Year Ended December 31, 2004
Filed June 27, 2005
		File No. 333-11044-02

Dear Mr. Wagter:

      We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments.  Where indicated, we think you should
revise your document 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 information so we may better understand
your
disclosure.  After reviewing this information, we may 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 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 Fiscal Year Ended December 31, 2004

Selected Financial Data, page 5

1. We note that you have defined EBITDA as "earnings from
operations
before income taxes, net interest expense, depreciation,
amortization, income from participations and minority interests."
Please revise your description to refer to a measure that more
appropriately describes the adjusted measure you present.  Refer
to
General Instructions C(e) to Form 20-F, which points to Item 10 of
Regulation S-K.  You may also with to refer to Question 10 of the
June 13, 2004 Division of Corporation Finances` Frequently Asked
Questions Regarding the Use of Non-GAAP Financial Measures at
http://www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm.
Additionally, clarify whether or not the calculation of this
measure
is consistent with the calculation of EBITDA referred to on page
F-23
related to certain financial covenants.  This comment applies to
your
use of this measure throughout your filing.

Financial Statements

2. Please revise your disclosure to ensure that the chronological
ordering of your financial statements and other data presented in
tabular form throughout the filing is consistent, as required by
Staff Accounting Bulletin Topic 11:E.

Consolidated Statements of Operations, page F-3

3. Please clarify the nature of the items included in your line
item
Net change in work in progress and finished goods and explain why
presentation within net sales is appropriate.

Note 6. Tangible fixed assets, page F-15

4. We note in your reconciliation that you have accumulated
depreciation associated with the book value of your land.  Please
clarify this presentation in light of your statement within
footnote
one on page F-10, where you disclose that land is not depreciated.

Note 25. Remuneration and loans to the Management Board and
Supervisory Board, page F-36

5. We note your disclosure that "At December 31, 2004, no loans
were
outstanding to any member of the Management Board or the
Supervisory
Board from any member of the Group."  Please tell us whether there
were any such loans outstanding at the end of the other fiscal
years
presented in the filing.  We may have further comment.

Note 28. Supplemental Guarantor Footnote, page F-49

6. We note your disclosure that "The Group has not provided
reconciliations from Dutch GAAP to US GAAP for the columns
relating
to the guarantor entities as such reconciliations would not
materially affect an investor`s understanding of the nature of the
guarantee."  As Item 17(c)(2)(i) and (ii) instructions to the Form
20-F require reconciliations for each year for which an income
statement and balance sheet is presented, it does not appear that
you
have complied with the Form 20-F requirements.  Please amend your
filing to include the applicable reconciling items from Dutch GAAP
to
US GAAP for your guarantor financial statements.

Closing Comments

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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 Jennifer Goeken at (202) 551-3721 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3683 with any other
questions.

								Sincerely,

								Jill S. Davis
								Branch Chief

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Mr. H. Wagter
Kappa Holding B.V.
September 15, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

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