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[Simpson Thacher & Bartlett LLP letterhead]

June 28, 2005

VIA EDGAR AND FEDERAL EXPRESS

Lesli
Sheppard

Senior Staff Attorney

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Re:Rockwood Holdings, Inc. Registration Statement on Form S-1

File No. 333-122764

Ladies
and Gentlemen:

        On
behalf of Rockwood Holdings, Inc. (the "Company"), we hereby submit for your review Amendment No. 2 ("Amendment No. 2") to the above-referenced registration
statement (the "Registration Statement") of the Company originally filed with the Securities and Exchange Commission (the "Commission") on February 11, 2005, pursuant to the Securities Act of
1933, as amended. An electronic version of Amendment No. 2 has been concurrently filed with the Commission through the Commission's electronic data gathering, analysis and retrieval ("EDGAR")
system. We have enclosed four copies of Amendment No. 2, which have been marked to show changes made to the Registration Statement.

        In
addition, we are providing the following responses to the comments contained in the comment letter of the staff of the Commission (the "Staff") to the Company, dated June 2,
2005, relating to the Registration Statement. For convenience of reference, the text of the comments in the Staff's letter has been reproduced in bold herein. Please note that all page numbers in our
responses are references to the page numbers of Amendment No. 2, unless otherwise noted.

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.

        The
Company understands the Staff's comments are applicable to Dynamit Nobel as well as Rockwood Holdings. In response to the Staff's comment, the Company has made corresponding changes
where appropriate to the Dynamit Nobel disclosure.

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.

        In
response to the Staff's comment, the Company respectfully informs the Staff of the following:

        Three
of its subsidiaries, all non-U.S. persons, sold to customers and distributors in Iran: Chemetall GmbH, which is organized under the laws of Germany, Chemetall Italia
s.r.l., which is

organized
under the laws of Italy, and Chemetall plc, which is organized under the laws of the United Kingdom. These wholly owned subsidiaries are indirectly owned through several foreign and domestic
holding companies and were acquired in connection with the acquisition of the Dynamit Nobel businesses in July 2004. The products sold are degreasing and phosphating chemicals used for
cleaning, corrosion prevention and paint adhesion, primarily for the automotive industry. These subsidiaries have not sold, and are not now selling, to the Iranian government; however, three of the
customers are entities owned by the Iranian government.

        These
subsidiaries had aggregate sales into Iran in 2004 and 2003 of approximately €0.8 million and €2.9 million, respectively. These
subsidiaries also had sales into Iran in years prior to 2003. In 2005, Chemetall GmbH has budgeted sales into Iran of €639,271, while Chemetall Italia s.r.l. has budgeted sales of
€160,000. Chemetall plc has no budgeted sales with Iranian companies in 2005, but expects sales of approximately £5,000.

        Chemetall
GmbH is also party to two license agreements with Iranian entities, one with Goharfam Manufacturing Company and the other with Puyarang Co. Both of these entities are
privately-owned. Chemetall GmbH licenses to these entities certain surface treatment technology for metal surfaces. In particular, the products are used as pre-treatment chemicals to
facilitate painting and cleaning of metal surfaces. The scope of the license agreements is limited in that they do not provide these entities with the formulas for our end-products.
Instead, Chemetall GmbH delivers some formulated components and provides the technology regarding additional components and concentrations the entities must add to make the end product.

        The
Goharfam license agreement is terminable each year at its anniversary date upon Chemetall's giving notice of such termination three months prior to the anniversary date; if a
termination notice is not given, the agreement automatically extends for an additional year. The Puyarang license agreement contains similar termination provisions, except that it is terminable every
two years rather than annually. Under the Puyarang license agreement, Puyarang may manufacture and sell products only to the automotive group of S.A.I.P.A. Co. Under the Goharfam license agreement,
Goharfam may manufacture and sell products to any customer other than the automotive group of S.A.I.P.A. Co; these customers would also operate in the automotive industry.

        In
addition, another wholly owned, indirect subsidiary, also a non-U.S. person, has, in the past, sold to customers and distributors in Iran as well: Rockwood Additives
Limited, which is organized under the laws of the United Kingdom. The products sold were mainly paint thickeners for decorative paint, although this subsidiary sold drilling mud thickeners in 2002.
Sales by Rockwood Additives Limited into Iran in 2004, 2003 and 2002 were approximately £0.4 million each year. None of those sales were made to the government of Iran or any
government owned businesses. Rockwood Additives Limited has not made any sales to Iranian companies since September 2004 and does not intend to make any such sales in the future.

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.

        In
response to the Staff's comment, the Company respectfully informs the Staff that its conclusion that its subsidiaries' sales into Iran do not present sufficient risk of harm to its
reputation and share value as to make such sales material to it or cause such sales to pose a material investment risk to its security holders is based on several factors.

2

        Most
important, it does not believe that its subsidiaries' sales into Iran violate any United States or foreign law. Generally, the Iranian Transaction Regulations prohibit a U.S. person
from doing business in Iran or, directly or indirectly, approving, financing, facilitating or guaranteeing any transaction by a foreign person where the transaction would be prohibited if performed by
a U.S. person. The Company does not engage in any of such prohibited conduct. There is no involvement, directly or indirectly, in terms of approval, financing, facilitation or guarantee by any U.S.
person employed by the company or any of its U.S. affiliates. No goods produced in the United States are sold into Iran, and no raw materials of U.S. origin are used in producing the products sold
into Iran. Rather, the Company's non-U.S. subsidiaries make sales into Iran as part of their ordinary course of business—as they have done for many years—without
seeking authorization from the Company or any of its U.S. affiliates, and in compliance with applicable foreign law.

        The
Company's conclusion is further based on the fact that its subsidiaries' highly limited sales volume into Iran represents a de minimis portion of its net sales, that its customers
are commercial enterprises and that the applications for which the products are used are non-military.

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.

        In
response to the Staff's comment, the Company has revised the "Prospectus Summary—Our Company—Risks Related to Our Business Strategy" section accordingly to add
disclosure relating to its history of net losses.

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.

        In
response to the Staff's comment, the Company has revised the "Prospectus Summary—Our Company—Risks Related to Our Business Strategy" section accordingly to
disclose our leveraged position without giving effect to the offering.

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.

        In
response to the Staff's comment, the Company added disclosure under "Risk Factors—Risk Factors Relating to Our Business—Control—Affiliates of KKR
and DLJMB control us and may have conflicts of interest with us or you." In addition, the Company expanded the disclosure in the "Prospectus Summary—The Offering" and "Use of Proceeds"
sections by, among other things, adding the total percentage of net proceeds that will be paid to affiliates. Finally, the Company respectfully notes that extensive disclosure relating to these
payments has been made elsewhere in the "Prospectus Summary—The Offering," "Use of Proceeds" and "Related Party Transactions—Agreements with KKR, DLJMB and/or Management"
sections of the prospectus.

        The
Company further respectfully informs the Staff that it believes that its decision to use a portion of the net proceeds to repay such indebtedness and to redeem such dividend-accruing
preferred stock will benefit its stockholders by improving its financial position.

3

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.

        In
response to the Staff's comment, the Company has revised the "Prospectus Summary" section accordingly.

Unaudited Pro Forma Condensed Combined Information

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.

        The
Company respectfully informs the Staff that, in connection with the Dynamit Nobel acquisition, it incurred approximately $3.3 billion in debt, approximately
$1.0 billion of which was used to repay outstanding debt. Accordingly, the Company incurred $2.3 billion of additional debt in connection with the acquisition financing. The Company
revised the disclosure under "Unaudited Pro Forma Condensed Combined Information" accordingly to clarify this difference.

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.

        In
response to the Staff's comment, the Company revised the pro forma calculation of interest expense to take into account the average debt balances outstanding during the year at the
applicable average currency exchange rates on a pro forma basis. The revised interest expense decreased $10.3 million for the year ended December 31, 2004 from $200.2 million to
$189.9 million and the pro forma net loss for the year ended December 31, 2004 decreased by $6.5 million from $160.6 million to $154.1 million. The Company revised
the disclosure under "Unaudited Pro Forma Condensed Combined Information" accordingly.

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
4

 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.

        In
response to the Staff's comment, the Company has revised the disclosure under "Management's Discussion and Analysis of Financial Condition and Results of
Operations—Results of Operations" accordingly.

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.

        The
Company respectfully informs the Staff that it concluded that the items included in the $14.7 million of Dynamit Nobel's non-recurring operating expenses described
as primarily related to "net closure costs/costs of discontinuing businesses/operations" in 2003 did not meet the conditions in accordance with SFAS 144 for presentation as "discontinued
operations" because none of the related assets represented a component of an entity, as defined in paragraph 41 of SFAS 144, except a majority interest in one subsidiary that was sold.
The operation of such majority interest represented less than 1% of Dynamit Nobel's revenues, net income and/or total assets; as such it was not reported as a "discontinued operation" because it does
not sign