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March 23, 2005

Division of Corporation
Finance

U.S. Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549-0410

Attention:  Ms. Nudrat Salik

Re:
                  Rockwood
Holdings, Inc.

Registration Statement on Form S-1

Filed February 11, 2005

File No. 333-122764

Dear
Ms. Salik:

As you are aware,
Rockwood Holdings, Inc. (the “Company”) filed a Registration Statement
on Form S-1 (the “S-1”) on February 11, 2005 relating to the
contemplated initial public offering of shares of its common stock, and
received comments from the Staff of the Securities and Exchange Commission on
March 11, 2005.  The purpose of this
letter is to provide the responses to comments #15, #54, #79, #86, #87, #89
through #92 and #98.  The Company is
submitting these responses in advance of its responses to the other comments
because it believes it is prudent to accelerate resolution on these comments in
connection with the filing by Rockwood Specialties Group, Inc. (“Group”)
of its Form 10-K for the year ended December 31, 2004.

Business
Strategy, page 4

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.”

The Company respectfully
informs the Staff that all
presentations contained in the prospectus of consolidated Adjusted EBITDA are
calculated as defined in the senior secured credit agreement.  Specifically, the presentation of special
charges contained in Notes 9 (non-cash special charges) and 10 (other special
charges) of the summary financial information sets forth each of the
adjustments made to EBITDA under the senior secured credit agreement.  The senior secured credit agreement permits
each of these adjustments, notwithstanding the fact that some may have occurred
in more than one year.  The Company has
presented this information to investors because it believes it

is material, given that it is financial information
the Company uses to evaluate its performance and liquidity.  In response to the Staff’s comment, the
Company will add disclosure to Notes 9 and 10 clarifying that these special
charges are adjustments permitted under the senior secured credit agreement.

The Company also respectfully informs the
Staff that in some
cases an item that is actually non-recurring is included in adjustments over
multiple years not because it is recurring but because such item is complex,
requiring multiple years to resolve. An example of such non-recurring items
includes “Business interruption costs and insurance recovery,” which stems from
a fire in the Company’s Electronics segment.
In 2001, the Company incurred business interruption and insurance costs;
in 2002 and 2003, the Company had a gain from fire insurance settlements.  A second example is “Systems/organization
establishment expenses,” which include several unrelated non-recurring items,
some of which required, or will require, as the case may be, multiple years to
resolve, such as the initial implementation of systems and internal control
documentation.  The Company incurred
costs in 2004 and expects to incur related costs in 2005 and 2006.

Liquidity
and Capital Resources, page 106

54.                                 On page 112, you state
that adjusted EBITDA is also used as a liquidity measure.  Given the reconciliation provided on page
106, it appears that you have excluded charges or liabilities which require
cash settlement.  Please provide a
comprehensive explanation as to how you use adjusted EBITDA as a liquidity
measure.  The discussion on pages 68-69
under “Management’s Uses” indicates that you may have presented adjusted EBITDA
in Liquidity and Capital Resources due to material covenants included in
certain debt arrangements.  If so, please
clarify your disclosure.  In addition,
please also provide the disclosures called for by Question 10 of the FAQ
Regarding the Use of Non-GAAP Financial Measures.

In response to the
Staff’s comment, the Company will revise the disclosure set forth in
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations—Special Note Regarding Non-GAAP Financial Measures—Management’s
Uses” and “—Liquidity and Capital Resources—Liquidity—Contractual Obligations”
in Group’s Form 10-K and Amendment No. 1 to the S-1 to clarify how Adjusted
EBITDA is used as a liquidity measure and provide additional disclosure called
for by Question 10 of the FAQ Regarding the Use of Non-GAAP Financial Measures.

The Company submits
for the Staff’s review the proposed additional disclosure in Annex A to this
letter. This proposed disclosure is an excerpt from draft Amendment No. 1
to the S-1. Group's form 10-K will contain the same disclosure modified
appropriately.

Consolidated
Statements of Operations, page F-3

79.                                 Please
present interest expense and interest income separately, rather than netting
them, in your statements of operations.
See Rules 5-03(7) and (9) of Regulation S-X.

2

The Company respectfully
informs the Staff that its decision not to present separately interest expense
and interest income in its statements of operations was based on Rule 4-02 of
Regulation S-X. Rule 4-02 states, “If the amount which would otherwise be
required to be shown with respect to any item is not material, it need not be
separately set forth. The combination of insignificant amounts is permitted.”

It is the Company’s position
that its interest income is immaterial, and thus combination with interest
expense is
appropriate.  For example, interest
income for the year ended December 31, 2003 was $1.3 million, or 1.2% of the
Company’s loss before taxes, which equaled $108.0 million, and 1.2% of the
Company’s interest expense, net, which equaled $112.3 million. With respect to
Group, interest income was $1.3 million for the year ended December 31, 2003,
which equaled 1.6% of the loss before taxes of $81.5 million, and 1.5% of Group’s
interest expense, net, which equaled $85.8 million. Similarly, interest income
for the year ended December 31, 2002 was $1.3 million, or 1.6% of the Company’s
loss before taxes, which equaled $80.7 million, and 1.2% of the Company’s
interest expense, net, which equaled $108.1 million. Group’s interest income
was $1.3 million for the year ended December 31, 2002, which equaled 2.1% of
the loss before taxes of $60.7 million, and 1.5% of Group’s interest expense,
net, which equaled $88.2 million.

The Company respectfully informs the Staff that as
long as interest income remains at this level of materiality, it plans to
continue to include interest income within interest expense, net.

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

86.                                 Please
tell us how you accounted for each of the debt refinancings during the two
years ended December 31, 2004.  Your explanation
should include how you accounted for the debt issuance costs as well as the
accounting literature used to determine the appropriate accounting.

The Company
respectfully informs the Staff that it accounted for each of its debt
refinancings in 2003 and 2004 in accordance with EITF 96-19 “Debtor’s
Accounting for a Modification or Exchange of Debt Instruments.”  Accordingly, if the Company concluded the
refinancing resulted in substantially different debt instruments (that is, the
present value of the cash flows under the terms of a new debt instrument,
including any amounts paid by the Company to the applicable lenders, were
substantially (at least 10%) different from the present value of the remaining
cash flows under the terms of the original instrument), it accounted for such
transaction in the same manner as a debt extinguishment in accordance with
paragraph 16 of Statement 125 (as dictated by EITF 96-19) with the new debt
recorded at fair value and costs incurred from non-lender third parties capitalized
and amortized over the expected life of the debt.   All other deferred and incurred costs were
charged directly to the income statement in the caption “Refinancing expenses.”

If the Company concluded the
original and new debt instruments were not substantially different (that is,
less than 10% difference in present value cash flows), it

3

applied a new
effective interest rate based on the carrying amount of the original debt
instrument and the revised cash flows.
Related lender fees, along with any existing unamortized premium or
discount, were amortized as an adjustment of interest expense over the
remaining term of the replacement or modified debt instrument using the
effective interest method.  Costs
incurred with third parties were expensed as incurred.

The following debt
refinancings in 2003 and 2004 were accounted for in the same manner as a debt
extinguishment:

·      July 23, 2003
(“2003 Refinancing” on page F-21): the Company refinanced its existing
debt (the 2000 senior subordinated loan and 2000 credit agreement) by entering
into a new bank credit facility (the July 2003 senior secured credit agreement)
and issuing the senior subordinated notes due 2011 and issuing $70.0 million of
senior discount notes.

·      July 31, 2004 (pages F-58 - F-60): the Company repaid
the borrowings under the July 2003 senior secured credit agreement and repaid
certain debt assumed in the Dynamit Nobel acquisition (and paid related fees
and cash-settled certain derivative transactions entered into in connection
with the Dynamit Nobel acquisition and paid the cash purchase price of the
Dynamit Nobel acquisition) by entering into a new bank credit facility (the
July 2004 senior secured credit agreement) and the July 2004 senior subordinated
loan facility and issuing common stock.

·      October 8, 2004 (page F-58): the Company repaid a
portion of the borrowings under its July 2004 senior subordinated loan facility
(and paid related fees) by borrowing additional term loans under its July 2004
senior secured credit agreement.

·      November 10, 2004 (“Subsequent Events” on page F-67):
the Company repaid the remaining borrowings under its July 2004 senior
subordinated loan facility (and paid related fees) by issuing the senior
subordinated notes due 2014.

The following debt
refinancings in 2003 and 2004 were accounted for as a debt modification:

·      December 2003 (“2003 Refinancing” on page
F-21): the Company repaid borrowings under one tranche of term loans under its
July 2003 senior secured credit agreement by borrowing under another tranche of
term loans under the same agreement with a reduced interest rate (lower by 75
basis points).

·      December 10, 2004 (page F-59): the Company repaid
borrowings under one tranche of term loans under its July 2004 senior secured
credit agreement by borrowing under another tranche of term loans under the
same agreement with a reduced interest rate (lower by 25 basis points).

4

87.                                 You
issued a total of 30,273 of common shares, with a fair value of $500 per share,
in connection with the PIK Note Financing.
Please clarify how you determined it was appropriate to record these
amounts as deferred financing costs.

The
Company respectfully informs the Staff that it concluded these amounts were
deferred financing costs because the shares were issued to the lenders as a direct
result of the PIK Note Financing in lieu of cash fees paid. Since deferred
financing costs are to include all direct costs related to the issuance of debt
in accordance with generally accepted accounting principles, the Company
concluded it was appropriate to capitalize the fair value of the issued stock
and amortize this amount to interest expense over the contractual term of the
PIK Note Financing.

Note
9.  Operating Lease Obligations, page
F-25

89.                                 Please
disclose how you account for (a) step rent provisions and escalation clauses
and (b) capital improvement funding and other lease concessions, which may be
present in your leases.  In addition,
paragraph 5.n. of SFAS 13, as amended by SFAS 29, discusses how lease revenues
that depend on an existing index or rate, such as the consumer price index or
the prime interest rate, should be initially included in your minimum lease
revenues.  If, as we assume, each of
these items is included in computing your minimum lease revenues and the
minimum lease revenues are recognized on a straight-line basis over the minimum
lease term, the note should so state.  If
our assumption is incorrect, please tell us how you considered the provisions
in SFAS 13 and FTB 88-1 in reaching the conclusions you did regarding your accounting
treatment.

The
Company respectfully informs the Staff that although its more significant
operations own their land and buildings, its smaller operations lease
production and office space.  Of these
leases, a few insignificant contracts contain step rent provisions, escalation
clauses or capital improvement funding or other lease concessions. The Company
accounts for these leases pursuant to the tenets of FASB Technical Bulletin
(FTB) 85-3 (for step rent provisions and escalation clauses) and paragraph 15
of SFAS 13 and Question 2 of FTB 88-1 (for capital improvement funding or other
lease concessions).  With respect to the
Company’s more significant leases, such provisions either do not exist or are
not material terms of the contract.

Although not
currently stated as such, the Company’s minimum lease commitments do include
the impact of existing indices and rates where applicable and amounts are
reflected on a straight-line basis.  In
response to the Staff’s comment, Group’s Form 10-K and Amendment No. 1 to the
S-1 will disclose that the numbers include those items.

5

Note 10.  Employee Benefit Plans, page F-25

90.                                 Given
that all of your defined benefit plans had accumulated benefit obligations in excess
of plan assets, please demonstrate to us how your accounting complies with
paragraphs 36 and 37 of SFAS 87.

The Company
respectfully informs the Staff that, in accordance with SFAS 87 paragraphs 36
and 37, for each of its defined benefit plans as of December 31, 2003 that had
an accumulated benefit obligation that exceeded the fair value of plan assets,
the Company recognized in the balance sheet an additional minimum liability if
(a) an asset had been recognized as prepaid pension cost; (b) the liability
already recognized as unfunded accrued pension cost was less than the unfunded
accumulated benefit obligation; or (c) no accrued or prepaid pension cost had
been recognized.  In instances where the
Company recognized an additional minimum liability for a defined benefit plan,
it recorded an equal amount as an intangible asset up to the amount of
unrecognized prior service cost. If an additional minimum liability were
required in excess of the unrecognized prior service cost (as was required in the
majority of these instances), the Company recognized the excess, net of any tax
benefits, in other comprehensive income in the equity section of the balance
sheet.

As disclosed in
Note 10 of the Company’s financial statements for the year ended December 31, 2003,
as of December 31, 2003, the Company had recognized $17.2 million of accrued
benefit liabilities, $5.0 million of which represented the additional minimum
liability.  The additional minimum
liability of $4.9 million was recorded with a corresponding amount reflected as
accumulated other comprehensive income.
The remaining $0.1 million was recorded as an intangible asset.

The additional
minimum liability for each of the newly acquired Dynamit Nobel businesses is
not reflected in the September 30, 2004 balance sheet as the applicable
actuarial valuations had not yet been completed. Howeve