SecProbe.io

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      March 29, 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 response letters dated March 18, 2005
and
March 23, 2005 and have the following additional comments.  If you
disagree with our comment, 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.

	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

Business Strategy, page 4

1. We note your response to prior comment 15.  You state that the
senior secured credit agreement permits each of these adjustments,
notwithstanding the fact that some may have occurred in more than
one
year.  We remind you that Question 10 of the FAQ Regarding the Use
of
Non-GAAP Financial Measures discusses the disclosure of non-GAAP
financial measures included in credit agreements.  Specifically,
if
the covenant is a material term of a material credit agreement and
you believe that information about the covenant is material to an
investor`s understanding of your financial condition and/or
liquidity, it is appropriate for you to present this measure as
calculated by the debt covenant in MD&A with other specified
disclosures.  However, discussion of this non-GAAP financial
measure
for other purposes would not be permitted unless otherwise
allowable
under Item 10(e) of Regulation S-K.  It appears that you are
presenting these amounts for multiple purposes, which include the
disclosure of a material covenant in a material credit agreement.
Given this, we believe you must comply with Item 10(e) of
Regulation
S-K.  Please explain how your characterization of each of the
charges
and gains presented in Note 9 and 10 as "special" complies with
Item
10(e)(1)(ii)(B) of Regulation S-K or revise your description of
the
charges and gains.

Unaudited Pro Forma Condensed Combined Financial Information, page
44

2. Please ensure that your pro forma balance sheet, capitalization
table, and your disclosures throughout the filing reflect the
dividend payment referred to in your response to prior comment 93.

Note 7.  Long-Term Debt, page F-20

3. We note your response to prior comment 86.  Please demonstrate
how
you determined that the refinancing which occurred on July 23,
2003
resulted in substantially different debt instruments, and
therefore
should have been accounted for as a debt extinguishment.  It
appears
that this refinancing resulted in the exchange of $883.3 million
of
outstanding debt and $2.4 million of accrued interest for new
aggregate borrowings of $886 million.

Note 8.  Taxes on Income, page F-23

4. We note your response to prior comment 88.  We remind you that
paragraph 23 of SFAS 109 states that forming a conclusion that a
valuation allowance is not needed is difficult when there is
negative
evidence such as cumulative losses in recent years.

One of the factors that you believe provides positive evidence
regarding the realizability of a U.S. federal deferred tax asset
is
the amount of future taxable income based on adjusted historical
taxable results.  Please address the following comments regarding
this factor:
* Paragraph 24(c) of SFAS 109 states that positive evidence that
might support a conclusion that a valuation allowance is not
needed
would include evidence indicating that the loss (for example, an
unusual, infrequent, or extraordinary item) is an aberration
rather
than a continuing condition.  Given that you incurred foreign
exchange gains (losses) and restructuring costs in multiple years,
it
is not clear why you are adjusting your historical loss for these
amounts;
* It is not clear why the foreign exchange gains (losses)
presented
in your response do not agree to the amounts reported on page 13
of
your Form S-1 based on the description provided in note (3); and
* Please help us understand why you are including the "EPA to ACQ
Income Impact" as an adjustment to your historical results.  Tell
us
whether these amounts are included in the projections of future
taxable income provided in your response.

Regarding the tax planning strategies, please tell us whether you
have committed to selling or have any contracts in place to sell
any
of the U.S. Businesses.

Note 10.  Employee Benefit Plans, page F-25

5. We note your response to prior comment 90.  At December 31,
2003
your accumulated benefit obligation was $47.3 million and your
fair
value of plan assets was $25.8 million, resulting in a difference
of
$21.5 million.  Given this, it is not clear how the recording of
$17.2 million of accrued benefit liabilities complies with
paragraphs
36 and 37 of SFAS 87.  Please provide a comprehensive explanation
which demonstrates how your accounting complies with SFAS 87.

Note 11.  Stock-Based Compensation, page F-29

6. We note your response to prior comment 91.  Your performance
options have vesting schedules over an eight year period.  Other
forms of stock-based compensation vest over shorter periods.
Specifically, restricted stock vests over three years and time
options vest over five years.  Please tell us what considerations
were given to these vesting periods in determining it was
appropriate
to account for these options using fixed plan accounting.  Please
also tell us whether you have employment agreements with any of
the
employees who were granted performance options.  If so, tell us
the
terms of these agreements including renewal provisions as well as
what considerations were given to these agreements in determining
it
was appropriate to account for these options using fixed plan
accounting.

7. Please disclose how you accounted for the modification of the
performance targets in October 2004.  Please also tell us how your
accounting complies with FIN 44.

8. We note your response to prior comment 93.  You state that the
range of the offering price is currently expected to be $850 to
$1050
(after giving effect to a dividend payment of $100 million from
the
net proceeds).  Tell us the range of the expected offering price
prior to giving effect to this dividend payment.

9. You state that you negotiated a price of $500 per share with
DLJMB
based on your financial condition, historic results of operations,
business prospects and the forecast of the combined entity
resulting
from the acquisition.  Please address the following:
* Please tell us what specific financial information was given to
DLJMB when negotiating the price of $500;
* Please provide us with a summary of the forecasts given to
DLJMB,
which should include sales, gross profit, operating income, and
net
income;
* Please tell us whether the forecasted results of operations for
the
year ended December 31, 2004 were consistent with the actual
results
of operations for the year ended December 31, 2004.  Please
explain
any significant differences; and
* Please tell us whether there have been any significant changes
to
your forecasts since providing them to DLJMB.  If so, provide us
with
a summary of your most recent forecasts, which should include
sales,
gross profit, operating income, and net income, and explain any
significant differences.

10.	It remains unclear to us how your common stock value
increased
from $500 per share at November 30, 2004 to a range of $850 to
$1050
(after giving effect to a dividend payment of $100 million from
the
net proceeds), which represents an increase in value of 70% to
110%
in an approximately four month period.  Given that these amounts
reflect the dividend payment, the actual increase in value will be
higher.  Please provide a reconciliation between the $500 to the
expected IPO range prior to giving effect to the dividend payment;
this reconciliation should show the estimated impact of each
significant factor contributing to the difference in values.

ROCKWOOD SPECIALTIES GROUP`S
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2003

Comment applicable to your overall filing

11.	Please address the comments above in the future filings of
Rockwood Specialties Group, as applicable.

*	* 	*

Closing Comments
      As appropriate, please amend your registration statement in
response to these comments.  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 supplemental 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.

      Please direct questions regarding accounting comments to
Nudrat
Salik, Staff Accountant, at (202) 942-7769, or in her absence, to
Rufus Decker, Branch Chief (Accounting) at (202) 942-1774.  Direct
questions on other disclosure issues to Lesli Sheppard at (202)
942-
1887 or the undersigned at (202) 942-2864.

			Sincerely,

					Jennifer R. Hardy
					Legal Branch Chief

cc:	Roxanne Reardon, Esq.
	Simpson Thacher & Bartlett LLP
	425 Lexington Ave.
	New York, NY 10017

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Thomas J. Riordan, Esq.
March 29, 2005
Page 5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE

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