SecProbe.io

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							April 29, 2005
Via U.S. Mail and Facsimile

George B. Gregory
Polymer Holdings, LLC
700 Milam Street, 13th Floor
North Tower
Houston, TX 77002

Re:	Polymer Holdings, LLC
	Registration Statement on Form S-4
	File No. 333-123749
	Filed: April 1, 2005
	Kraton Polymers, LLC
	Registration Statement on Form S-4
	File No. 333-123747
      Filed: April 1, 2005

Dear Mr. Gregory

      We have reviewed your filings 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.

KRATON POLYMERS LLC FORM S-4

General

1. Please apply, as applicable, the following comments to the
registration statement on Form S-4 filed by Kraton Polymers, LLC
on
April 1, 2005.  Further, we will review the application for
confidential treatment filed in connection with Kraton`s
registration
statement and comment in a separate letter.

2. Please list each of the guarantors as additional registrants in
the forepart of the prospectus and on the cover page of the
registration statement.

3. Disclose whether the guarantors will wholly and unconditionally
guarantee the notes.

Legality Opinion

4. Because this registration statement must register the guarantee
of
the 8.125% Senior Subordinated Notes as a separate security as
well
as the 8.125% Notes, please revise your opinion and disclosure
under
the section Legal Matters to address these guarantees.

      POLYMER HOLDINGS LLC FORM S-4

5. Prior to effectiveness, please provide us with a supplemental
letter stating that you are registering the exchange offer in
reliance on the staff`s position enunciated in the Exxon Capital
Holdings Corporation (May 13, 1988), Shearman & Sterling (July 2,
1993) and Morgan Stanley & Co. Incorporated (June 5, 1991) no-
action
letters.  Also include the supplemental representations from
Shearman
& Sterling and Morgan Stanley & Co. Incorporated.

6. To the extent applicable, provide updated financial statements
and
related disclosures as required by Rule 3-12 of Regulation S-X.

Where You Can Find More Information, page 1

7. Please remove the statement that any statement made in this
prospectus concerning the contents of any contract, agreement or
other document is qualified in its entirety by reference to that
contract, agreement or document.  Rule 411(a) permits
qualification
of information inside a prospectus by reference to information
outside of a prospectus only where incorporation by reference is
required by the form or the form requires a description of a
document.

8. Either delete the last two sentences on this page or amend it
to
indicate the information in the prospectus is materially accurate
whenever it is used.

Forward-Looking Statement, page 2

9. Please relocate this section to follow the Risk Factors.

Summary, page 3

10. We note your summary contains a lengthy description of the
company`s business, competitive strengths and business strategy.
Further, we note the identical disclosure appears later in your
prospectus. In the summary, you should carefully consider and
identify those aspects of the offering that are the most
significant
and determine how to best highlight those points in clear, plain
language. The summary should not include a lengthy description of
the
company`s business and business strategy. This detailed
information
is better suited for the body of the prospectus. Please revise
accordingly.  If you want to highlight key aspects of your
business
strategy and competitive strengths, consider listing these in a
bullet-point format, with one sentence per bullet point. See Item
503(a) of Regulation S-K and part IV.C. of SEC No. 33-7497.

11. Ensure that the information you include in your summary is
balanced.  For example, you cite your strong customer
relationships
as a competitive strength but you omit any discussion here about
the
fact that you have no long-term contracts with your customers and
rely for a significant percentage of your revenues on a few of
your
largest.  To the extent that you continue to cite competitive
strengths in your summary, please review each one and revise as
necessary to provide balancing information.

Our Company, 3

12. Tell us supplementally of the basis for your belief that you
are
the world`s leading producer of styrenic block copolymers, or SBCs
and your statement that SBCs are a fast growing subset of the
broader
elastomers industry and the sources on which we relied for these
bases.

Risk Factors, page 20

13. Explain how each risk affects investors and the company.  In
this
respect, please revise the presentation to remove phrases like "we
cannot give assurances" and "there can be no assurance" regarding
a
certain set of facts, as they do not state a risk.  The real risk
is
that the event will occur, not your inability to prevent it.
Please
also avoid generic conclusions that a risk would have an "adverse
effect" on your business and disclose what the actual risk to your
business will be.

14. With respect to the following risk factors, please clearly
explain how each specific risk applies to your company.  For
example,
you have previously experienced difficulty servicing your debt
resulting from the failure of your subsidiaries to make cash
distributions to you, experienced labor strife that have disrupted
your operations, or are any of the key people planning to retire
or
nearing retirement age or do you lack employment contracts with
these
individuals?  Please refer to the following:

* Servicing our indebtedness will require a significant amount of
cash. We may not have access to the cash flow and other assets of
our
subsidiaries..., page 21
* Our products may infringe the intellectual property rights...,
page
33
* We may be liable for damages based on product liability...,page
33
* Our relationship with our employees could deteriorate, page 33
* Loss of key personnel or our inability to attract and retain new
qualified personnel..., page 34
* Downturns in general economic conditions could adversely affect
our
profitability, page 35

Risk Factors Relating to the Notes, page 20

15. Because of the similar nature of the risks presented in the
risk
factors titled "Claims of noteholders will be structurally
subordinated to claims of creditors..." and "Your right to receive
payments on the notes is effectively junior..." consider
consolidating them under one heading or supplementally
differentiating them.  Please consider doing the same with respect
to
risk factors titled "Our substantial level of indebtedness could
adversely affect our financial condition..." and "Our debt
instruments, including the senior secured credit facility and the
indenture governing KRATON`s 8.125% Notes, impose significant
operating and financial restrictions..."

Regulation of our employees` exposure to butadiene could require
material expenditures or changes in our operations, page 33

16. We note your statement that effective February 1997, the
Occupational Safety and Health Administration substantially
lowered
the permissible employee exposure limit for butadiene.  Please
disclose whether this resulted in material expenditures or changes
in
your operations.

Our insurance coverage may be inadequate...page 35

17. This risk factor appears to duplicate the risk discussed in
"Hazards associated with chemical manufacturing..." Please
consider
consolidated, revising or deleting the risk factor entitled "Our
insurance coverage may be inadequate..."

The Exchange Offer, page 36

18. Please revise your letter of transmittal to comply with the
following comments.

19. Please confirm supplementally that the expiration date will be
included in the final prospectus disseminated to security holders
and
filed pursuant to the applicable provisions of Rule 424.

Expiration Date; Extensions; Amendments; Termination, page 39

20. We note that you reserve the right to delay the acceptance of
any
initial notes.  Clarify in what circumstances you will delay
acceptance and confirm that any such delay will be consistent with
Rule 14e-1(c).  For example, if you are referring to the right to
delay acceptance only due to an extension of the exchange offer,
so
state.

21. We note your reservation of the right to extend the exchange
offer.  Please disclose that the notice will disclose the number
of
securities tendered as of the notice`s date as required by Rule
14e-
1(d) under the Exchange Act.  Please revise to state that the
issuer
will issue the new notes promptly after expiration rather than
after
acceptance.  Please refer to Exchange Act Rule 14e-1(c). Please
advise us as to how oral notice of any extension is reasonably
calculated to reach registered holders of outstanding notes or
otherwise satisfies the requirements of Rule 14e-1(d).

22. We note your reservation of the right to amend the terms of
the
offer.  Please revise to indicate that, in the event of a material
change in the offer, including the waiver of a material condition,
you will extend the offer period if necessary so that at least
five
business days remain in the offer following notice of the material
change.

Validity, Form, Eligibility and Acceptance of Tendered Initial
Notes,
page 41

23. If you decide to waive a condition, you must announce
expressly
the decision in a manner reasonably calculated to inform
noteholders
of the waiver.  If you waive a material condition, you are
generally
required to extend the offering period so at least five business
days
remain in the offer after the condition is waived.  Provide us
your
views on whether waiver of any condition will constitute a
material
change requiring that at least five business days remain in the
offer
after the waiver`s notice.

Withdrawal Rights, page 43

24. Please revise your disclosure here, and elsewhere in the
filing
and letter of transmittal, as appropriate, to clarify that you
will
return any initial notes that are not exchanged "promptly," rather
than "as soon as practicable" or "as promptly as practicable"
after
withdrawal, rejection, expiration or termination of the exchange
offer, as required by Rule 14e-1(c).

Conditions, page 43

25. All offer conditions, except those related to the receipt of
government regulatory approvals necessary to consummate the offer,
must be satisfied or waived at or before the expiration of the
offer,
not merely before acceptance of the outstanding notes for
exchange.
Please revise the language accordingly.

26. Please disclose the basis upon which you will determine
whether
material conditions have been satisfied and note that you must
include an objective standard for the determination of whether a
condition has been satisfied.

27. An exchange offer may be conditioned on a variety of events
and
circumstances, provided that they are not within the direct or
indirect control of the bidder, and are drafted with sufficient
specificity to allow for objective verification that the
conditions
have been satisfied.  With this in mind, please revise the
condition
in the second bullet, which states: "an action is proceeding or
threatened that would materially impair the issuers` ability to
proceed with the exchange offer."

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 50

SIS Sales Allocations, page 51

28. Please disclose with more specificity the degree to which your
sales have been impacted by the worldwide shortage of isoprene.

Raw Materials, page 53

29. We note your statement that the price of styrene is primarily
driven by worldwide supply and demand and that the cost of
ethylene
and benzene are impacted by oil and gas prices.  Please elaborate
on
the reasons for the significant increase in the price of styrene
and
the relationship of benzene prices to styrene prices.

30. Please elaborate on the causes of the tight supply conditions
leading to an increase in butadiene prices in 2002 and 2003 as
well
as the reasons for the price fluctuations in 2004.

31. Please disclose the reasons for the price increases of
isoprene
in 2003 and 2004 and state whether the operational problems of key
isoprene producers, which led to the 2005 price increases, are
likely
to reoccur.

Year Ended December 31, 2004, Compared to Combined Year Ended
December 31, 2003, page 57

32. Please discuss the reasons for the 6.7% increase in sales
volume
in year ended December 31, 2004 compared to the same period ended
December 31, 2003.

33. We note that sales increased by 14.7% for the year ended
December
31, 2004, as compared to the year ended December 31, 2003 and that
you attribute the increase to a favorable volume variance, a
favorable foreign currency variance and a favorable product mix
and
price variance.  Please explain here and throughout the
Management`s
Discussion and Analysis section for all periods discussed, what
you
mean by "favorable volume variance" and "favorable product mix and
price variance."  Elaborate on the underlying causes of these
variances.

Liquidity and Capital Resources, page 62

34. Please disclose the material financial covenants of your
senior
secured credit facility.  For instance, disclose the minimum
interest
coverage ratio, maximum permitted capital expenditures, and
whether
payment would be accelerated upon the exercise of the repurchase
option by holders of the exchange notes.

Contractual Commitments-page 64

35. Please revise your table of contractual cash obligations to
also
include the following:
	(a)	Estimated interest payment on your debt;
	(b)	Estimated payments related to your Operating Agreements
with Shell;
(c)	Estimated payments related to your Site Services, Utilities,
Materials, and Original Facilities Agreements with Shell; and
	(d)	Planned funding of other postretirement benefit
obligations
Because the table is aimed at increasing transparency of cash
flow,
we believe these payments should be included in the table.  Please
also disclose any assumptions you made to derive these amounts.

Business, page 68
End-Use Markets, page 72

36. In order to place your competitive position into context, for
each of the markets listed, please disclose the percentage of the
market you have as well as that of your closest competitors.

37. Please discuss the details of the "turnarounds" you completed
at
some of your production facilities in 2003 and 2004.

Employment Agreements and Other Compensation Arrangements, page 91

38. Please provide the aggregated option exercises and fiscal year
end option value table required by Item 402(d) of Regulation S-K.

Ownership, page 98

39. Please name each natural persons who shares beneficial
ownership
with TPG Advisors III, Inc., Advisors III, Inc. and JPMP Capital
Corp.  Please note the guidance provided in Rule 13d-3 and General
Instruction C to Schedule 13D. Refer to telephone interpretation
4S.
in the Regulation S-K section of the March 1999 supplement to our
"Manual of Publicly Available Telephone Interpretations" that is
available on the Commission`s website at http://www.sec.gov, and
revise or advise.

Description of Exchange Notes, page 102

40. Under Rule 421(b) of Regulation C, you must avoid copying
complex
infor