SecProbe.io

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      March 11, 2005

Mail Stop 0510

By U.S. Mail and facsimile to (212) 455-2502

Thomas J. Riordan, Esq.
Senior Vice President, Law & Administration
Rockwood Holdings, Inc.
100 Overlook Center
Princeton, NJ 08540

Re: 	Rockwood Holdings, Inc.
	Form S-1 filed February 11, 2005
	File No. 333-122764

Dear Mr. Riordan:

      We have reviewed your filing and have the following
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
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 S-1 FILED FEBRUARY 11, 2005

General

1. Please include a price range as soon as practicable and allow
us
adequate time to review the filing with the price range before
requesting effectiveness.  Also, please indicate the number of
shares
offered and other information left blank in your prospectus.  You
may
include in brackets information that could change prior to
effectiveness.  See Instruction 1 to Item 501(b)(3) of Regulation
S-
K.

2. Supplementally provide us with copies of all artwork, graphics
or
other pictorial material that you will use in your prospectus.  We
may have comments based on this information.

3. Please revise your document throughout to eliminate legalese,
for
example but without limitation, "thereon" and "hereby."

4. Please confirm that you have filed or will file all material
agreements pursuant to Item 601(b)(10) of Regulation S-K.  For
example, we note throughout your filing that you refer to various
supply and other agreements related to your raw materials.

5. Exhibit 21.1 discloses that the company has an Iranian
subsidiary,
Bonder Iran S.S.K.  In view of the fact that Iran has been
identified
by the U.S. State Department as a state sponsor of terrorism, and
is
subject to economic sanctions administered by the U.S. Treasury
Department`s Office of Foreign Assets Control, please advise us of
the materiality of your Iranian operations, and whether those
operations constitute a material investment risk for your security
holders.  In preparing your response please consider that
evaluations
of materiality should not be based solely on quantitative factors,
but should include consideration of all factors, including the
potential impact of corporate activities upon a company`s
reputation
and share value, that a reasonable investor would deem important
in
making an investment decision.

If your Iranian subsidiary is not wholly owned, please advise us
whether the Iranian government holds any interest in the
subsidiary,
directly or indirectly.

6. Exhibit 21.1 also identifies a subsidiary in Korea, CeramTec
Korea
Ltd.  Please advise us whether this subsidiary is in South Korea
or
North Korea, a country identified by the U.S. State Department as
a
state sponsor of terrorism and subject to OFAC-administered
economic
sanctions.  If North Korea, please provide the same type of
information regarding your Korean subsidiary as requested above
regarding your Iranian subsidiary.

7. Please address the following comments as appropriate to both
Rockwood Holdings and Dynamit Nobel.  For example, there are
comments
below in which we refer to the non-GAAP financial measures
provided
for Rockwood Holdings.  As similar non-GAAP financial measures are
provided for Dynamit Nobel, your responses should refer to both
entities.

Prospectus Summary, page 1

8. The information in your summary is very detailed and lengthy
and
provides too much information for summary disclosure.  In
addition,
you repeat some information from your Business section.  Your
summary
should provide a brief overview of the most important aspects of
your
business and the key aspects of your offering.  Please revise
accordingly. For example, under Business Strengths and Business
Strategy, please consider including just the captions as the
disclosure under the captions is better suited for Business
section
disclosure.  Please see Item 503 of Regulation S-K.

9. Please provide balancing disclosure of your history of net
losses
when you discuss your sales increases.

10. Throughout your document you make claims concerning your
market
size or market position.  For example, on page 1, you state that
you
are a "leading global developer, manufacturer and marketer of . .
.
chemicals and specialty materials."  For each such claim, please
supplementally provide us with reports or other documentation
showing
the basis for your claim.

11. For sources you cite in the document, please supplementally
advise us whether you funded or were otherwise affiliated with the
studies or reports which are publicly available; and either file
consents for sources that are not publicly available, or explain
why
you are not required to do so under Rule 436 of Regulation C and
Section 7 of the Securities Act.

Business Strengths, page 2

12. We note that you use different terms to define your market
position.  Please tell us supplementally what you mean by "leading
global producer" as opposed to "#1 globally" or "#2 globally."
Are
there any other differences other than market position?   Please
clarify in your disclosure.

13. Please explain what you mean by "bolt-on acquisitions" on page
5.
Similarly, under Ownership Structure, explain what "PIK" is.

Business Strategy, page 4

14. On page 5 and throughout the filing you discuss operating
income
and other GAAP financial statement line items which exclude
amounts
that are included when calculated in accordance with GAAP and when
presented in your statement of operations.  These amounts
constitute
non-GAAP measures and therefore would require you to provide the
disclosures required by Item 10(e)(1)(i) of Regulation S-K.  In
addition, you could instead discuss the changes between periods in
your GAAP financial statement line items.  Amounts that are a
business reason for the change between periods should be discussed
as
one of the business reasons for the change in the applicable GAAP
financial statement line item between periods.  Please make the
appropriate revisions.  Refer to Question 17 of our FAQ Regarding
the
Use of Non-GAAP Financial Measures.

15. Given that many of the charges and gains occurred in multiple
years, please explain to us what considerations were given to the
guidance provided in Item 10(e)(1)(ii)(B) in characterizing each
of
the charges and gains presented in Note 9 and Note 10 as
"special."

Apply our improvement initiatives to the Dynamit Nobel business,
page
4

16. Please describe the "KKR acquisition."  To the extent that you
delete the information in this section in response to our
comments,
we believe that you should still describe in detail but briefly
the
KKR acquisition, including (i) the parties, the (ii) amount and
nature of consideration, (iii) the reasons for the acquisition,
(iv)
sources of funds for financing the acquisition, (v) changes to the
company`s operations and financial condition, (vi) tax
consequences
of the acquisition of  and the members of management following the
acquisition. We may have further comments after we review the
revised
disclosure.

The Offering, page 10

17. Under Use of Proceeds, quantify the portion of the proceeds to
go
to KKR, DLJMB or affiliates.  Also, add a risk factor that a
significant amount of the proceeds will go to insiders. Further,
disclose the number of your directors affiliated with these
entities
and disclose whether they voted to approve the offering.

Risk Factors, page 20

18. Please add a risk factor noting your net losses in recent
periods.
19. Several of your risk factors are too long and contain too much
detail.  Please revise throughout to limit each risk factor so
that
it clearly and concisely sets forth the specific risk to you or
your
stockholders.  See, for example, risk factors three, eight,
twenty-
one, twenty-three and thirty-three.

20. To the extent possible, avoid the generic conclusion you make
in
some of your risk factors that the risk discussed could have a
material adverse effect or an adverse effect on your business.
See,
for example and without limitation, risk factors one, seven, nine,
ten, eleven, twelve, fourteen, sixteen, eighteen, twenty-one,
twenty-
two, twenty-three, twenty-four, twenty-five, twenty-seven, twenty-
eight, and thirty-one.  Instead, please replace this language with
specific disclosure of how your business, results of operations
and
financial condition would be affected.

21. Please revise your risk factors to remove the phrases "we
cannot
assure" and "there can be no assurance" regarding a certain set of
facts.  The real risk is that the event will occur, not your
inability to prevent it.  See, for example and without limitation,
risk factors six, seven, nine, twelve, thirteen, fourteen,
fifteen,
sixteen, twenty, twenty-three, twenty-five, twenty-six, twenty-
eight,
and thirty-two.

22. If material, please add a risk factor discussing the effects
of a
rating downgrade in your company or debt securities.

23. In risk factors where you disclose a risk related to
liabilities
or compliance costs, please revise to quantify your exposure, if
such
information is available.  Without limitation, see risk factors
nine,
twelve, thirteen, fourteen, fifteen, and seventeen.

Substantial Leverage - Our available cash and access to additional
capital. . . page 20

24. Please disclose your current annual debt service payment
obligations.

25. If changes in the interest rate in your variable rate debt
could
materially affect your annual debt service costs, please disclose
how
much it will increase with a 1% increase.

Restrictive Covenants in Our Debt Instruments - Our debt
instruments
contain a number of restrictive covenants. . . page 21

26. Confirm to us supplementally that you are in compliance with
all
of the terms of your outstanding debt and required ratios.  In the
event you are not in compliance, please disclose in your
prospectus
the terms you do not meet and potential consequences.

Effectiveness of Internal Controls ..., page 35

27. Please briefly identify the areas of your internal controls
that
may need improvement.

Dilution, page 43

28. Revise the disclosure in the dilution table to reflect all
shares
that officers, directors, promoters and affiliated persons have
the
right to acquire.  See Item 506 of Regulation S-K.

Unaudited Pro Forma Condensed Combined Financial Information, page
44

29. Please tell us how you determined it was appropriate to use
the
exchange rate at September 30, 2004 for the pro forma results of
operations, rather than following the methodologies discussed in
paragraph 12 of SFAS 52.

30. As noted on page 44, please revise your pro forma financial
statements to include the adjustments necessary to conform Dynamit
Nobel`s accounting policies to yours.

31. Please disclose here and in your historical financial
statements
when you expect the purchase price allocation to be finalized.

32. You disclose on page 6 that the purchase price for Dynamit
Nobel
is subject to a possible post-closing adjustment.  Please disclose
here and in your historical financial statements the nature, terms
and timing of the post-closing adjustment.  Please also disclose
the
maximum potential amount of the post-closing adjustment and the
most
likely amount.  Please then disclose why the most likely amount is
in
fact most likely.  Please give effect to the most likely amount in
your pro forma financial statements.  Please also disclose with
quantification what the incremental impact of changes in this
amount
would have on your pro forma balance sheet and pro forma
statements
of operations for each period presented and the line items that
would
be impacted.

Unaudited Pro Forma Condensed Combined Balance Sheet, page 45

33. Please revise to present each component of stockholders`
equity
separately on the face of the pro forma balance sheet.  Please
ensure
the pro forma adjustments to each line item are clearly described
in
a footnote and are supported with any necessary computations, so
that
readers can see exactly how you arrived at the amounts for each
adjustment.

34. Please present a pro forma total column just prior to the
offering column in all of your pro forma financial statements.
Please also add a pro forma column to the balance sheet data table
on
page 14 and relabel the current pro forma column so that it is
called
pro forma adjusted.  Similarly revise your presentations elsewhere
in
the filing as well.

35. You say that a $10 million fee will be paid to affiliates of
KKR
and DLJMB to terminate the management services agreement.  Please
identify for readers this adjustment and each other adjustment to
your retained earnings that was only made to your pro forma
balance
sheet and not to your pro forma statements of operations.  Please
also disclose that no similar adjustments were made to your pro
forma
statements of operations, because each of these adjustments were
non-
recurring in nature.  Please also disclose, if true, that each of
these amounts will be included in your historical statement of
operations in the period that includes the public offering.  If
not
true, please disclose when each will be included in your
historical
statements of operations.

36. Please clarify why the complete amount of prepayment penalties
and premiums of $16 million included in adjustment (h) would not
be
reflected in adjustment (g) as assumed use of proceeds from this
offering.  It appears that only $2.1 million is included in
adjustment (g).  Please revise or advise.

Unaudited Pro Forma Condensed Combined Information, page 48

37. Please disclose the period that Dynamit Nobel is included in
your
historical financial statements and the period to which you are
giving pro forma effect.  Please also revise the title of the
Dynamic
Nobel Historical column of each pro forma statement of operations
to
clearly state the historical period reflected.

38. Please include a reconciliation in table format between the
historical and pro forma weighted average shares used in computing
basic and diluted EPS.

39. Please present the pro forma adjustments related to the
Dynamit
Nobel acquisition and your other acquisitions in separate columns.
The pro forma adjustments related to your smaller acquisitions may
be
included in the same column; however, the Dynamit Nobel pro forma
adjustments should be included in their own column.

40. For adjustment (b), please show precisely how you computed
this
adjustment for each period presented.

41. You have included the pigments and dispersions acquisition and
related financing in the pro forma financial information provided.
Please help us understand why this acquisition is included whereas
the acquisition of Groupe Novasep was not included.

42. Please show precisely how you computed pro forma interest
adjustments (d) and (e).  For debt that incurs interest at a
variable
rate, you should use the average variable rate that this debt
would
have incurred over the appropriate historical period for which you
are giving pro forma effect.  Please also disclose the average
interest rate used for each period and the indexed rate (LIBOR+x%
or
prime +x%) of the new debt.

Management`s Discussion and Analysis, page 59

43. Please