Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Ghasemi Seifi
 2. Date of Event Requiring Statement (Month/Day/Year)
08/12/2005		 3. Issuer Name and Ticker or Trading Symbol
Rockwood Holdings, Inc. [ROC]
(Last)
(First)
(Middle)
C/O ROCKWOOD HOLDINGS, INC., 100 OVERLOOK CENTER		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman and CEO
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PRINCETON, NJ 08540		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $0.01 per share 205,534 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (right to buy)   (2) 11/01/2011 Common Stock 410,706 $ 14.61 D  
Employee Stock Options (right to buy)   (3) 09/24/2014 Common Stock 213,909 $ 14.61 D  
Employee Stock Options (right to buy)   (4) 09/24/2014 Common Stock 308,030 $ 14.61 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ghasemi Seifi
C/O ROCKWOOD HOLDINGS, INC.
100 OVERLOOK CENTER
PRINCETON, NJ 08540		   X     Chairman and CEO  

Signatures

/s/ Seifi Ghasemi 08/12/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes 68,452 restricted stock units which vested in equal quarterly installments over a three-year-period. The restricted stock units are payable in shares of the Issuer's common stock issuable upon the later to occur of (i) the date the shares of common stock underlying the restricted stock units can be sold in the public market without restriction on transfer, which, given the Issuer's initial public offering, is expected to be November 1, 2006 and (ii) the termination of the Reporting Person's employment.
(2) These options were granted on November 1, 2001 and vest 10% on each of the first and second anniversary of grant, 25% on each of the third and fourth anniversary of grant and 30% on the fifth anniversary of grant.
(3) These options were granted on September 24, 2004 and vest in five equal annual installments beginning September 24, 2005.
(4) These options vest on September 24, 2012, but may vest earlier upon the satisfaction of certain performance targets.

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