Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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. Issuer Name and Ticker or Trading Symbol
Rockwood Holdings, Inc. [ROC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last)
(First)
(Middle)
C/O ROCKWOOD HOLDINGS, INC., 100 OVERLOOK CENTER		 3. Date of Earliest Transaction (Month/Day/Year)
07/16/2008
(Street)

PRINCETON, NJ 08540		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 07/16/2008   M   6,845 A $ 14.61 100,247 D  
Common Stock, par value $0.01 per share 07/16/2008   M   6,845 A $ 14.61 107,092 D  
Common Stock, par value $0.01 per share 07/16/2008   M   4,107 A $ 14.61 111,199 D  
Common Stock, par value $0.01 per share 07/16/2008   M   1,890 A $ 31.73 113,089 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to buy) $ 14.61 07/16/2008   M     6,845   (1) 11/01/2011 Common Stock, par value $0.01 per share 6,845 $ 0 403,861 D  
Stock Options (Right to buy) $ 14.61 07/16/2008   M     6,845   (2) 09/24/2014 Common Stock, par value $0.01 per share 6,845 $ 0 207,064 D  
Stock Options (Right to buy) $ 14.61 07/16/2008   M     4,107   (3) 09/24/2014 Common Stock, par value $0.01 per share 4,107 $ 0 303,923 D  
Stock Options (Right to buy) $ 31.73 07/16/2008   M     1,890   (4) 05/16/2014 Common Stock, par value $0.01 per share 1,890 $ 0 122,178 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 & CEO  

Signatures

 /s/ Seifi Ghasemi   07/18/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) These options were granted on November 1, 2001 and vested 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.
(2) These options were granted on September 24, 2004 and vest in five equal annual installments beginning on September 24, 2005.
(3) These options were granted on September 24, 2004 and vest on September 24, 2012, but may vest earlier upon the satisfaction of certain performance targets.
(4) These options were granted on May 16, 2007 and vest in three equal annual installments beginning on December 31, 2007.

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