SecProbe.io

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      June 2, 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, amendment number 1, filed May 13, 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, AMENDMENT NUMBER ONE, FILED MAY 13, 2005

Comments applicable to your overall filing

1. Please address the following comments as appropriate to both
Rockwood Holdings and Dynamit Nobel.

2. We note your response to our prior comment regarding your
Iranian
subsidiary.  Please identify the indirect subsidiaries that sold
chemicals to customers and distributors in Iran, and advise us
whether they are wholly-owned indirect subsidiaries.  Advise us
also
whether the sales in 2004 are the only sales those subsidiaries
have
made into Iran, and whether the subsidiaries are parties to
contracts
pursuant to which future sales may be made into Iran.  If they are
parties to such contracts, describe the material terms of the
contracts.  Please also advise us whether any of the sales into
Iran
have been sales to the Iranian government, or to enterprises owned
or
controlled by the Iranian government.  We may have further
comment.

3. Please discuss the bases of your conclusion that your
subsidiaries` sales into Iran, a country identified as a state
sponsor of terrorism and subject to U.S. economic sanctions, do
not
present sufficient risk of harm to your reputation and share value
as
to make them material to the company, or cause them to pose a
material investment risk to your security holders.

Prospectus Summary, page 1

4. We note your response to our prior comment 9.  We continue to
believe that balancing disclosure of your history of net losses
should be included in your summary.  In that regard, we reissue
prior
comment 9.

Risks Relating to our Business Strategy, page 3

5. Please revise to disclose your leveraged position without
giving
effect to the offering.  We note your disclosure on page 93 that
as
of December 31, 2004, you had total indebtedness of $3,380.6
million.

6. We continue to believe that you should highlight the risk to
unaffiliated shareholders from a significant amount of the
proceeds
going to insiders as set forth in prior comment 17.

Acquisitions, page 4

7. We note your response to our prior comment 16.  Please revise
your
Summary to briefly describe, with more detail in your Business
section, the KKR Acquisition.  In that regard, we reissue prior
comment 16.

Unaudited Pro Forma Condensed Combined Information, page 40

8. We note your response to prior comment 42.  Note 2 to the
financial statements indicates that the Dynamit Nobel acquisition
was
financed by total debt of $2.3 billion whereas pro forma
adjustment
(b) indicates that $3.3 billion of debt was obtained due to the
acquisition.  Please disclose the difference between the two
amounts.

9. Given that adjustment (b) is calculating the pro forma interest
expense for the year ended December 31, 2004, it is not clear why
your calculation only uses debt balances outstanding at December
31,
2004 instead of debt balances throughout the period for which your
are giving pro forma effect.  Please also break out this
adjustment
into 2 components: additions to interest expense due to new debt
and
decreases in interest expense due to extinguishments of existing
debt.  Each of these components should show precisely how the
amount
was computed.  Specifically disclose the amount of each debt being
repaid or issued multiplied by its interest rate and arrive at the
amount of interest expense to be deducted or added in the pro
forma
adjustment.  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.  Make the appropriate revisions.

Management`s Discussion and Analysis

Results of Operations, page 65

10. We note your response to prior comment 14.  On pages 68, 70,
and
elsewhere you continue to discuss gross margin, revenue and other
GAAP financial statement lines 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.

Dynamit Nobel

Year ended December 31, 2003 compared to year ended September 30,
2002, page 81

11. We note your response to prior comment 51.  You state that
operating expenses in 2003 included $19.8 million of net non-
recurring costs primarily related to net closure costs/costs of
discontinuing businesses/operations of $14.7 million.  Please
clarify
why these amounts would not be reported in discontinued operations
in
accordance with paragraphs 41 through 44 of SFAS 144.

Commitments and Contingencies, page 100

12. We note that in several places throughout your discussion you
state that certain issues will not have a material adverse effect
on
your "long-term" business, financial condition or results of
operations.  Please revise to clarify what you mean by "long-
term."
We may have further comment based on your revised disclosure.

13. We also note your disclosure that environmental matters "may
have
a material adverse effect on our results of operations or cash
flows
in any given accounting period."  This is extremely vague.  Please
revise to specify the m

Critical Accounting Policies

Deferred Taxes, page 107

14. On page 109, you state that you determined during the fourth
quarter that a full valuation allowance was required on the
deferred
tax assets related to the United States federal net operating loss
carryforwards of $137.8 million.  In addition you state that you
have
recorded a full valuation allowance during the fourth quarter on
the
deferred tax assets related to interest on the pay-in-kind loans
and
notes and senior discount notes.  On page 19, you state that you
had
deferred tax assets of $136.4 million related to net operating
loss
carryforwards for which you have valuation allowances of $120.7
million.  Given that $120.7 million is the total valuation
allowance
recorded at December 31, 2004 based on Note 9 to the financial
statements, it is not clear how you have a full valuation
allowance
recorded on the deferred tax assets related to interest on the
pay-
in-kind loans and notes and senior discount notes as well as on
the
deferred tax assets related to the United States federal net
operating loss carryforwards.  Please clarify your disclosure.

Business, page 118

15. We note your response to our prior comment 60.  Please revise
to
disclose this information in your Business discussion.

Rockwood Financial Statements

16. Please update the financial statements and corresponding
financial information included to comply with Rule 3-12 of
Regulation
S-X.

Note 3.  Segment Information, page F-21

17. We note your response to prior comment 83.  You state that the
corporate classification also includes the results of operations,
assets (primarily real estate) and liabilities (including pension
and
environmental) of legacy businesses formerly belonging to Dynamit
Nobel.  Please disclose why these amounts were not allocated to
the
other reportable segments.  Please also disclose why identifiable
assets result in a negative balance at December 31, 2003 and
December
31, 2004.

Note 16.  Business Restructurings and Asset Sales

2004 Restructuring Actions, page F-47

18. Please clarify which specific restructuring charges compose
the
$31.4 million recorded in purchase accounting.  Please explain how
these charges meet the criteria of EITF 95-3.

Note 19.  Commitments and Contingencies, page F-48

19. We note your response to prior comment 96.  As previously
requested, please also expand your disclosures regarding product
liability matters.  Given your disclosures on page 23, it appears
that there are matters related to your Performance Additives
segment,
Advanced Ceramics segment, and Specialty Chemicals segment.
Please
clarify your disclosures to state whether any amounts have been
accrued as well as the actual amounts accrued.  In addition, if
there
is a reasonable possibility that a loss exceeding amounts already
recognized may have been incurred and the amount of that
additional
loss is material, please disclose the estimated additional loss,
or
range of loss, or state that such an estimate cannot be made.
Refer
to paragraphs 9 and 10 of SFAS 5.  Please also provide the
disclosures called for by SAB Topic 5:Y.

ROCKWOOD SPECIALTIES GROUP`S
FORM 10-K/A#1 FOR THE YEAR ENDED DECEMBER 31, 2004

Comments applicable to your overall filing

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

21. Please file an amendment to your Form 10-K to provide the Item
9A
(Controls and Procedures) disclosures required by Item 307 and 308
of
Regulation S-K.  Please clearly disclose your conclusions
regarding
the effectiveness of your disclosure controls and procedures as of
December 31, 2004.  Specifically state whether or not you
concluded
they were effective.  Given on page 53 you state that you have
identified weaknesses in internal controls, please provide a
description of each of these weaknesses.

ROCKWOOD SPECIALTIES GROUP`S
FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2005

Comment applicable to your overall filing

22. Please address the comments above in your interim filings as
well.

Item 4.  Controls and Procedures

23. Please file an amendment to your Form 10-Q to clearly disclose
your conclusions regarding the effectiveness of your disclosure
controls and procedures as of March 31, 2005.  Specifically state
whether or not you concluded they were effective.  Refer to Item
307
of Regulation S-K.

*	* 	*

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.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert this action 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please direct questions regarding accounting comments to
Nudrat
Salik, Staff Accountant, at (202) 551-3692, or in her absence, to
Rufus Decker, Branch Chief (Accounting) at (202) 551-3769.  Direct
questions on other disclosure issues to Lesli Sheppard at (202)
551-
3708 or the undersigned at (202) 551-3767.

			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.
Rockwood Holdings, Inc.
Page 7

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

         DIVISION OF
CORPORATION FINANCE

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