SecProbe.io

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      April 7, 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 letter dated April 1, 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

Note 8.  Taxes on Income, page F-23

1. We note your response to prior comment 4.  Your response
indicates
that your projected future taxable income is sufficient positive
evidence to counteract negative evidence created by your
cumulative
losses in recent years.  We believe that since you have suffered
recent losses, realization of deferred tax assets is difficult to
support if it is primarily dependent on a forecasted, but not yet
demonstrated turnaround to operating profitability.  Because of
the
weight given to recent cumulative losses, we do not believe that
you
have demonstrated that you have positive evidence of sufficient
quality and quantity to counteract the negative evidence
associated
with cumulative losses in recent years.

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

2. We note your response to prior comment 9.  In order to
understand
what information was provided to and considered by DLJMB in
determining that the $500 per share was a reasonable price, 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.

3.	We note your response to prior comment 10.  Your response
indicates that you believe your common stock value increased from
$500 per share at November 30, 2004 to a range of $850 to $1050 in
an
approximately four month period primarily due to your decision to
pursue an initial public offering in the United States.  Though
the
AICPA`s Practice Aid on the "Valuation of Privately-Held-Company
Equity Securities Issued as Compensation" indicates that it may be
appropriate to assume an increase in value due to the
marketability
provided by an initial public offering, it is not clear how you
determined that a 70% to 100% increase in value is a reasonable
estimate.  Please further advise.

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

Comment applicable to your overall filing

4.	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.
April 7, 2005
Page 3

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

         DIVISION OF
CORPORATION FINANCE

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