SecProbe.io

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August 17, 2005

Mail Stop 7010

By U.S. Mail and facsimile to (405) 270-3609

Gregory F. Pilcher, Esq.
Senior Vice President, General Counsel and Secretary
New-Co Chemical, Inc.
Kerr-McGee Corporation
123 Robert S. Kerr Avenue
Oklahoma City, Oklahoma 73102

Re: 	New-Co Chemical, Inc.
	Amendment No. 1 to Registration Statement on Form S-1
Filed July 29, 2005
	File No. 333-125574

Dear Mr. Pilcher:

      We have reviewed your filing and have the following
comments.
We welcome any questions you may have about our comments or any
other
aspect of our review.  Feel free to call us at the telephone
numbers
listed at the end of this letter.

General

1. We note your responses to comments 1, 4-5, 13-14, 29, 34-35,
41,
43, and 58 of our letter dated July 1, 2005, where you represented
you would provide information or respond in the future.  Since
this
information affects a number of disclosure items, you should allow
a
reasonable time for our review prior to requesting acceleration.
In
the course of our review we may also raise issues relating to
matters
upon which we had not previously commented.

Prospectus Summary, page 1

2. We note your response to comment 8 of our letter dated July 1,
2005.  If you funded or were otherwise affiliated with any of the
studies or reports you cite, please disclose this. Otherwise,
please
confirm that these sources are widely available to the public.  We
may have additional comments after we review your response.

Summary Financial Data, page 9

3. Please revise the titanium dioxide operating statistics on page
10
to present your production volumes and capacity separately from
those
of your Tiwest joint venture.

4. We have reviewed your response to comment 17.  The
reconciliation
on page 11 continues to exclude losses on sales of accounts
receivable, write-offs of property, plant and equipment and
impairment charges related to intangible assets from the subtotal
characterized as EBITDA.  Please move these adjustments below the
EBITDA subtotal.

5. We have reviewed your responses to comments 20, 46 and 53.  We
may
have additional comment after reviewing your conclusions regarding
these comments.

Results of Operations, page 32

6. We have reviewed your response to comment 27.  Please revise
the
title of line item Total under the heading Operating Profit to
clearly indicate that it is not total operating profit.  Please
also
provide each of the disclosures required by Item 10(e) of
Regulation
S-K for this line item.  Please refer to Question 21 from the June
13, 2003 Frequently Asked Questions Regarding the Use of Non-GAAP
Financial Measures.

7. To minimize confusion please label the operating profit line
item.
Please also revise the reconciliation on page F-50 to include a
similar subtotal above loss from continuing operations before
income
taxes.

8. We have reviewed your response to comment 28.  Please provide a
more comprehensive discussion of the changes in segment operating
income (loss) amounts for interim periods.

Critical Accounting Policies, page 46
Benefit Plans, page 48

9. We note your response to comment 31 of our letter dated July 1,
2005.  Please revise the discussion of your benefit plans by
clarifying that you are establishing both a fully funded defined
benefit plan and an unfunded postretirement health care and life
insurance program, as indicated supplementally in your response
letter of July 29.  In addition, revise your discussion under
Retirement Plans on page 83 to disclose the establishment of the
health care and life insurance program, including its estimated
benefit obligations.

Legal Proceedings, page 68

10. We note your response to comment 33 of our letter dated July
1,
2005.  We continue to believe that disclosing all of the
information
required by Item 103 of Regulation S-K in the body of your
prospectus
would be helpful to investors.  In that regard, we reissue comment
33.

Underwriting, page 100

11. We note your response to comment 40 of our letter dated July
1,
2005.  Please disclose that the underwriters have sole discretion
with respect to waivers of the lock-up restrictions.

Financial Statements, page F-1
Note 2 - Significant Accounting Policies, page F-8
Basis of Combination, page F-8

12. We have reviewed your response to comment 47.  Please provide
us
with additional information to help us understand why you believe
proportional consolidation of the Tiwest joint venture is
consistent
with EITF 00-01, given that the joint venture`s operations include
not only extraction but also processing of titanium dioxide and
synthetic rutile.

Retirements and Sales, page F-9

13. We have reviewed your response to comments 49 and 57.  Please
provide us with an evaluation of the materiality of the gains and
losses on the sale of property, plant and equipment for each
quarter
during 2004.

Employee Stock-Based Compensation, page F-12

14. We have reviewed your response to comment 50.  Please provide
us
with additional information to help us understand how the amount
of
compensation expense was determined.

Revenue Recognition, page F-12

15. We have reviewed your response to comment 51.  Please disclose
the types of expenses that you include in the cost of goods sold
and
selling, general and administrative expenses line items.  Please
also
disclose whether you include inbound freight charges, purchasing
and
receiving costs, inspection costs, warehousing costs, internal
transfer costs, and the other costs of your distribution network
in
the cost of goods sold line item.  With the exception of
warehousing
costs, if you currently exclude a portion of these costs from cost
of
goods sold, please disclose:
* in a footnote the line items that these excluded costs are
included
in and the amounts included in each line item for each period
presented; and
* in MD&A that your gross margins may not be comparable to those
of
other entities, since some entities include all of the costs
related
to their distribution network in cost of goods sold while others
like
you exclude a portion of them from gross margin, including them in
the selling, general and administrative expense line item.

Note 11 - Goodwill and Other Intangible Assets, page F-20

16. We have reviewed your response to comment 52.  Please provide
us
with additional information to help us understand the basis for
the
classification of your proprietary technology as indefinite-lived.
Please address each of the factors discussed in paragraph 11(a)-
(f)
of SFAS 142, including demand, competition, and other economic
factors, such as the stability of the industry, known
technological
advances, legislative action that results in an uncertain or
changing
regulatory environment, and expected changes in distribution
channels.

Note 18 - Employee Benefit Plans, page F-29

17. We have reviewed your response to comment 55.  It is unclear
why
you believe it is appropriate to present New-Co for all historical
periods as if it held the subsidiaries that will be transferred to
it
by the contribution agreement, but to exclude pension liabilities
related to those subsidiaries that will be transferred under the
same
agreement.  Please advise.

Condensed Combined Financial Statements, page F-52

18. Your next amended Form S-1 should include updated interim
financial statements in accordance with Rule 3-12 of Regulation S-
X.

      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 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 filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment 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 staff comments and the declaration of
effectiveness 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.

      You may contact Scott Watkinson, Staff Accountant, at (202)
551-3741 or Rufus Decker, Accounting Branch Chief, at (202) 551-
3769
if you have questions regarding comments on the financial
statements
and related matters.  Please contact Matt Franker, Staff Attorney,
at
(202) 551-3749 or Lesli Sheppard, Senior Staff Attorney, at (202)
551-3708 with any other questions.  Alternatively, you may contact
me
at (202) 551-3760.

Sincerely,

Pamela A. Long
Assistant Director

cc:	David B.H. Martin, Esq. (via facsimile 202/778-5128)
      Covington & Burling
      1201 Pennsylvania Avenue, N.W.
      Washington, DC 20004-2401
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Gregory F. Pilcher, Esq.
New-Co Chemical, Inc.
August 17, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

           DIVISION OF
CORPORATION FINANCE

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