SecProbe.io

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      April 19, 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 April 8, 2005
and
April 19, 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 1.  In order for a
reader
to be able to evaluate the quality of any material deferred tax
assets recognized in the financial statements to properly evaluate
any risk related to the realization of the deferred tax assets, we
believe you should provide detailed disclosures in your notes to
the
financial statements as well as in Management`s Discussion and
Analysis regarding your deferred tax assets.  These disclosures
should be provided for each year financial statements are
presented
and should address each type of material deferred tax asset
recognized including those recognized for United States net
operating
loss carryforwards and interest on the pay-in-kind loans and notes
and senior discount notes.  These disclosures should include the
following:
* Uncertainties surrounding the realization of the deferred tax
asset(s);
* Material assumptions underlying management`s determination that
the
net asset(s) will be realized, such as expenses incurred in the
past
three years that are considered to be nonrecurring as well as an
increase in expected profit margin due to the conversion of prior
sales volumes of CCA to sales volumes of ACQ as a result of
changes
made by the Environmental Protection Agency;
* Descriptions of assumed future events with quantification to the
extent practicable.  For example, there should be discussions of:
o Assumed material improvements over present levels of
consolidated
United States pre-tax book income sufficient to generate the
minimum
amount of future taxable income.  Please discuss the minimum
annualized rate by which taxable income must increase during the
tax
net operating loss carryforward period.  Also, please discuss any
assumed material changes in the present relationship between
income
reported for financial and tax purposes for the last three years.
Specifically, discuss the nature and dollar amounts of material
differences; this information can be provided in a table which
reconciles the material differences;
o Tax planning strategies such as material asset sales or other
nonrecurring transactions that would be possible to generate
future
taxable income if you are unable to generate sufficient future
taxable income from ordinary and recurring operations; and
o Assumptions relied upon by management in concluding that it is
more
likely than not that the results of future operations will
generate
sufficient taxable income to realize the deferred tax asset(s).
* The annual amounts of United States net operating loss
carryforwards for tax purposes that expire by year;
* In light of significant objective negative evidence indicating
uncertainty regarding the realization of the deferred tax assets,
the
countervailing positive evidence relied upon by management in its
decision not to establish a full valuation allowance against the
deferred tax assets; and
* Discussions of material changes in the valuation allowance from
one
period to the next with a highlight of changes in assumptions and
environmental factors that necessitated the material change.

2. Please provide similar disclosures in Rockwood Specialties
Group`s
Form 10-K for the year ended December 31, 2004.

*	* 	*

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 19, 2005
Page 3

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

         DIVISION OF
CORPORATION FINANCE

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