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[Simpson Thacher & Bartlett LLP letterhead]

April 1, 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:

        On
behalf of Rockwood Holdings, Inc. (the "Company"), we are providing the following responses to the comments contained in the
comment letter from the Staff of the Commission dated March 29, 2005, relating to the Company's Registration Statement on Form S-1 (the
"S-1") and the Form 10-K for the year ended December 31, 2004 (the
"Form 10-K") of Rockwood Specialties Group, Inc. ("Group"). For convenience of
reference, the text of the comments in the Staff's letter has been reproduced in bold herein.

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(c) of Regulation S-K. Please explain how your characterization of each of the charges and gains
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 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.

        As
discussed with the Staff on March 29, 2005, the Company uses only the definition set forth in the senior secured credit agreement in calculating Adjusted EBITDA. Specifically,
the Company uses this Adjusted EBITDA measure, as defined under the senior secured credit agreement, as both a liquidity measure and a performance measure in connection with certain performance
options. As further discussed, management believes each of the charges and gains for which adjustment has been made is included in the definition under the senior secured credit agreement; management
believes none of the charges or gains required special permission from the lenders. As discussed, the Company has limited its disclosure of Adjusted EBITDA to the "Management's Discussion and Analysis
of Financial Condition and Results of Operations" section and "Description of Indebtedness—Senior Secured Credit Facilities—Financial Covenants" section. Finally, as agreed, no
revision of the description of the charges and gains will be made.

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.

        The
Company respectfully informs the Staff that it will revise its disclosure in Amendment No. 1 to the S-1 to reflect the payment of a $100.0 million dividend
to the Company's existing stockholders.

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.

        The
Company respectfully informs the Staff that the debt refinancing on July 23, 2003 was accounted for as an extinguishment in accordance with Paragraph 16 of
SFAS 140 Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities and wishes to clarify its response, dated
March 23, 2005, to comment #86 of the Staff's letter dated March 11, 2005.

        The
Company concluded that the July 2003 refinancing met the criteria set forth in Paragraph 16 of SFAS 140 for liability extinguishment because the holders of the
new debt were substantially different than the refinanced debt. The original debt was held by four lenders, while the new debt was syndicated to a group of more than 100 lenders, with the original
four lenders holding only a small percentage. The Company then considered the guidance in EITF 96-19 Debtor's Accounting for a Modification or Exchange of Debt

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        Instruments and determined that it was not applicable.

        The
Company's conclusion that there was a substantial difference in debt holders is based on the following facts:

        Refinanced Debt.    The debt that was outstanding prior to the July 2003 refinancing consisted of two components:
(1) Group's 2000 senior secured credit facilities and (2) Group's 2000 senior subordinated loan. The borrowings under the 2000 senior secured credit facilities and 2000 senior
subordinated loan, which totaled $883.3 million plus $2.4 million of accrued and unpaid interest, were fully repaid in cash in connection with the July 2003 refinancing.

        New Debt.    The July 2003 refinancing consisted of four components: (1) Group's 2003 senior secured credit
facilities of $435.0 million; (2) Group's $375.0 million aggregate principal amount of senior subordinated notes due 2011; (3) senior discount notes due 2011 of Rockwood
Specialties International, Inc. ("International") issued for gross proceeds of $70.0 million; and (4) the Company's redeemable
convertible preferred stock issued for $25.0 million.

•The
Company was informed by the syndicate manager of the 2003 senior secured credit facilities that the lenders were substantially different than the lenders under the 2000
senior secured credit facilities.

•The
senior subordinated notes due 2011 were sold to initial purchasers for resale in transactions not requiring registration under the Securities Act or applicable state
securities laws. Specifically, the notes were resold to Qualified Institutional Buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons outside the
United States in accordance with Regulation S under the Securities Act. Based on communications with the initial purchasers, the Company was made aware that the purchasers of the senior
subordinated notes due 2011 from the initial purchasers (high-yield bond investors) were substantially different than the lenders under the 2000 senior subordinated credit facilities and
2000 senior subordinated loan.

•International's
senior discount notes due 2011 were sold to the initial purchasers and/or their affiliates of the senior subordinated notes due 2011 and immediately
thereafter resold to an affiliate of KKR, the Company's substantial majority stockholder and a private equity investor that had not previously participated in lending activities with the Company. The
Company will disclose the related party nature of this debt instrument in future filings.

•The
Company's redeemable convertible preferred stock was also issued to an affiliate of KKR that had not previously participated in lending activities with the Company.

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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.

        When
considering income from future operations, SFAS 109, Accounting for Income Taxes, paragraph 105, "requires
consideration of future taxable income and other available evidence when assessing the need for a valuation allowance. Various assumptions and strategies (including elections for tax purposes) are
implicit in estimates of expected future taxable income. The Board concluded that it should not try to establish detailed criteria and other rules and requirements for those types of assumptions and
strategies." Paragraph 21 states:

        Future
realization of the tax benefit of an existing deductible temporary difference or carryforward ultimately depends on the existence of sufficient taxable income of the appropriate
character (for example, ordinary income or capital gain) within the carryback, carryforward period available under the tax law. The following four possible sources of taxable income may be available
under the tax law to realize a tax benefit for deductible temporary differences and carryforwards:

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a.Future
reversals of existing taxable temporary differences

b.Future
taxable income exclusive of reversing temporary differences and carryforwards

c.Taxable
income in prior carryback year(s) if carryback is permitted under the tax law

d.Tax-planning
strategies that would, if necessary, be implemented to, for example:

(1)Accelerate
taxable amounts to utilize expiring carryforwards

(2)Change
the character of taxable or deductible amounts from ordinary income or loss to capital gain or loss

(3)Switch
from tax-exempt to taxable investments.

Evidence
available about each of those possible sources of taxable income will vary for different tax jurisdictions and, possibly, from year to year. To the extent evidence about one or more sources
of taxable income is sufficient to support a conclusion that a valuation allowance is not necessary, other sources need not be considered. Consideration of each source is required, however, to
determine the amount of the valuation allowance that is recognized for deferred tax assets.

        Forming
a conclusion that a valuation allowance is not needed is difficult when there is negative evidence such as cumulative losses in recent years. In situations in which future
realization of deferred tax assets is dependent on income from future operations we believe that SFAS 109 requires the relative significance of cumulative losses be addressed within the
guidance provided in paragraphs 24 and 103. Paragraph 103 states that the more likely than not realization criterion of SFAS 109 requires:

"Positive
evidence of sufficient quality and quantity to counteract negative evidence in order to support a conclusion that, based on the weight of all
available evidence, a valuation allowance is not needed. A cumulative loss in recent years is a significant piece of negative evidence that is difficult to overcome. For that reason, the Board
concluded that a more restrictive criterion such as assured beyond a reasonable doubt is not necessary."

        The
Company believes that SFAS 109 creates a rebuttable presumption that an entity should record a full valuation allowance, in circumstances in which an entity has cumulative
losses in recent years, but that rebuttable presumption can be overcome by positive evidence of the type described in paragraph 24 or by credible forecasts of future taxable income. An
enterprise must use judgment in considering the impact of negative and positive evidence and the weight given to the potential effect of negative and positive evidence should be commensurate with the
extent that it can be objectively verified.

        As
of December 31, 2003, the Company continued to believe, based on the weight of available evidence, that no valuation allowance was required for the deferred tax asset
recognized related to U.S. Federal net operating loss carryforwards for the following reasons:

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•Although
the Company generated approximately $220 million in pretax consolidated worldwide losses during the three years ended December 31, 2003, only
$127 million related to losses within the U.S. tax jurisdiction. Average annual U.S. jurisdiction historical losses total $26.3 million computed after exclusion of a
non-recurring restructuring charge incurred in 2001 of $9.7 million and 2003 debt refinancing costs of $38.3 million.

•In
2001, the Company undertook certain severance restructuring actions within its worldwide salary and hourly workforce in an effort to reduce employee costs and headcounts
that arose in connection with the KKR acquisition and the Company's resulting organization as a stand-alone company. As a result, 70 individuals were terminated in 2001 and $2.4 million of
severance costs were recorded. In connection with this restructuring activity, the Company recorded an additional $0.7 million in restructuring expense related to the write-down of
property, plant and equipment. On December 21, 2001, the Company announced a broad-based involuntary reduction in its salary and hourly worldwide workforce of approximately 10%. The Company
established a severance plan providing severance pay and medical coverage benefits for those employees affected. The Company recorded a restructuring charge of $6.6 million for the year ended
December 31, 2001 related to this program, including severance costs for 150 employees. The $9.7 million of restructuring expense shown in the Company's consolidated statement of
operations for 2001 is a specific unusual non-recurring item that has been excluded from its historical average cumulate losses which serve as the basis for its analysis of projected
future taxable income.

•In
July 2003, the Company wrote off $36.9 million of deferred debt issuance costs relating to long-term debt that was repaid as part of the
July 2003 debt refinancing. In December 2003, the Company incurred $1.4 million of expenses in connection with a further modification of its senior credit agreement resulting in a
75 basis point interest rate reduction on $290.0 million of its senior debt. The Company has considered these charges to be specific unusual non-recurring items and has excluded the
$38.3 million from its historical average cumulative losses which serve as the basis for its analysis of projected future taxable income.

•Projected
future taxable income was further adjusted to factor in an increase in sales for