Subject: File No. S7-24-06
From: Paul A Shaw
Affiliation: Director Internal Audit / SOX, Rockwood Holdings, Inc.

January 29, 2007

I would like to see more definitive, explicit and quantifiable guidance as to materiality and how management can compute. I fear without it no matter what method the company may choose, our external auditors will in fact use a percentage of net income and hence create a different scale to classify signiciant deficiencies and material weaknesses.

Thank you