** **

**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-Q/A**

**Amendment No. 1**

 
| **x** | ** ** | **QUARTERLY REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|-------|------------|--------------------------------------------------------------------------------------------------------|

 

**Forthe quarterly period ended September 30, 2008**

 

**Or**

 
| **o** | ** ** | **TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|-------|------------|---------------------------------------------------------------------------------------------------------|

 

**Commissionfile number   001-32609**

 

**RockwoodHoldings, Inc.**

(Exact name ofRegistrant as specified in its charter)

 

| **Delaware**                     | ** ** | **52-2277366**       |
|----------------------------------|------------|----------------------|
| (State or other  jurisdiction of |       | (I.R.S. Employer     |
| incorporation or  organization)  |       | Identification  No.) |

 

**100Overlook Center, Princeton, New Jersey 08540**

(Address ofprincipal executive offices) (Zip Code)

 

**(609)514-0300**

(Registrant’stelephone number, including area code)

 

Indicate by check markwhether the Registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the Registrant was required tofile such reports), and (2) has been subject to such filing requirementsfor the past 90 days.   x  Yes    o   No

 

Indicate by check markwhether the Registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer or a smaller reporting company. See definitions of “largeaccelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2of the Exchange Act.

 
| Large accelerated  filer  x          |   | Accelerated filer  o          |
|------------------------------------------------|--------|-----------------------------------------|
| Non-accelerated  filer  o            |   | Smaller reporting  company  o |
| (Do not check if a  smaller reporting company) |   |                                    |

 

Indicate by check markwhether the Registrant is a shell company (as defined in Rule 12b-2 of theExchange Act). o Yes  x No

 

Indicate the number ofshares outstanding of each of the issuer’s classes of common stock, as of thelatest practicable date.

 

As of December 31,2008, there were 74,060,917 outstanding shares of common stock, par value $0.01per share, of the Registrant.

 

 

 

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** **

** EXPLANATORY NOTE**

** **

This Amendment No. 1 on Form 10-Q/Aamends the Quarterly Report on Form 10-Q of Rockwood Holdings, Inc.(the “Company”) for the period ended September 30, 2008, as filed by theCompany on November 7, 2008 (the “Original Filing”).  This Amendment to the Quarterly Report isbeing filed solely to amend the Section 302 certifications appended asExhibits 31.1 and 31.2.  Specifically,the Company is refiling these certifications solely to add certain requiredlanguage concerning internal control over financial reporting that wasinadvertently omitted from the Company’s certifications in the OriginalFiling.  This Amendment does not alter oraffect any other part or any other information originally set forth in theOriginal Filing.  This Amendment does notreflect events that have occurred subsequent to the filing of the Original Filingor modify or update in any way disclosures made in the Original Filing.

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**SIGNATURES**

** **

Pursuant to the requirements of theSecurities Exchange Act of 1934, the registrant has duly caused this report on Form 10-Q/Ato be signed on its behalf by the undersigned thereunto duly authorized.

 
|   | ROCKWOOD  HOLDINGS, INC. |
|--------|-------------------------------|
|   |                          |   |
|   |                          |   |
|   | By:                           | /s/ SEIFI GHASEMI |
|   |                          | Seifi Ghasemi |
|   |                          | Chairman and Chief Executive Officer |
|   |                          | Date: January 9, 2009 |
|   |                          |   |
|   |                          |   |
|   | ROCKWOOD  HOLDINGS, INC. |
|   |                          |   |
|   |                          |   |
|   | By:                           | /s/ ROBERT J. ZATTA |
|   |                          | Robert J. Zatta |
|   |                          | Senior Vice President and Chief Financial Officer |
|   |                          | Date: January 9, 2009 |

 

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**EXHIBITINDEX**

** **
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification  of Chief Executive Officer. |
|------|-------------------------------------------------------------------------------|
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification  of Chief Financial Officer. |

 

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