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<SEC-DOCUMENT>0000950123-05-000856.txt : 20060310
<SEC-HEADER>0000950123-05-000856.hdr.sgml : 20060310
<ACCEPTANCE-DATETIME>20050128162759
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000950123-05-000856
CONFORMED SUBMISSION TYPE:	CORRESP
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20050128

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PHIBRO ANIMAL HEALTH CORP
		CENTRAL INDEX KEY:			0001069899
		STANDARD INDUSTRIAL CLASSIFICATION:	PHARMACEUTICAL PREPARATIONS [2834]
		IRS NUMBER:				131840497
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		CORRESP

	BUSINESS ADDRESS:	
		STREET 1:		65 CHALLENGER ROAD
		CITY:			RIDGEFIELD PARK
		STATE:			NJ
		ZIP:			07660
		BUSINESS PHONE:		201-329-7300

	MAIL ADDRESS:	
		STREET 1:		65 CHALLENGER ROAD
		CITY:			RIDGEFIELD PARK
		STATE:			NJ
		ZIP:			07660

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PHILIPP BROTHERS CHEMICALS INC
		DATE OF NAME CHANGE:	19980908
</SEC-HEADER>
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<TEXT>
<PAGE>

                    GOLENBOCK EISEMAN ASSOR BELL & PESKOE LLP
                               437 MADISON AVENUE
                             NEW YORK, NY 10022-7302
                                 (212) 907-7300





                                January 28, 2005



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Attention: Jeffrey Riedler, Assistant Director
           Anne Nguyen, Esq.

Re:        Phibro Animal Health Corporation
           Registration Statement on Form S-4
           File No. 333-122063, filed January 14, 2005
           -------------------------------------------


Dear Mr. Riedler:

     Pursuant to your request in your letter of comment dated January 26, 2005,
enclosed is a supplemental letter from Phibro Animal Health Corporation with
respect to the above referenced filing.

     Please contact me (212-907-7370) or Richard Kaplan of this firm
(212-907-7376) with any questions or comments relating to the Registration
Statement or the Exchange Offer.

                                                            Very truly yours,


                                                            /s/ Lawrence M. Bell



cc:   Phibro Animal Health Corporation
      Philipp Brothers Netherlands III B.V.
      Richard Kaplan, Esq.



</TEXT>
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<DOCUMENT>
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<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
<PAGE>


                        PHIBRO ANIMAL HEALTH CORPORATION



                                January 27, 2005



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Attention: Jeffrey Riedler, Assistant Director
           Anne Nguyen, Esq.

Re:        Phibro Animal Health Corporation
           Registration Statement on Form S-4
           File No. 333-122063, filed January 14, 2005
           -------------------------------------------


Dear Mr. Riedler:

     In connection with the above referenced Registration Statement on Form S-4,
pursuant to which Phibro Animal Health Corporation ("PAHC") and Philipp Brothers
Netherlands III B.V. ("PB III" and with PAHC, the "Issuers") are offering to
exchange (the "Exchange Offer") an aggregate of 127,491 units, consisting of
$103.207 million principal amount of 13% Senior Secured Notes due 2007 of PAHC
and $24.284 million principal amount of 13% Senior Secured Notes due 2007 of PB
III, registered under the Securities Act of 1933 (collectively, the "Exchange
Securities"), for a like aggregate principal amount of the Issuers' units and
notes sold in private offerings, the undersigned, on behalf of the Issuers,
states that the Issuers are registering the Exchange Offer in reliance on the
Staff position enunciated in Exxon Capital Holdings Corporation, SEC No-Action
Letter (May 13, 1988) (the "Exxon Capital Letter"); Morgan Stanley & Co.
Incorporated, SEC No-Action Letter (June 5, 1991); and Sherman and Sterling, SEC
No-Action Letter (July 2, 1993).

     In addition, on behalf of the Issuers, the undersigned represents that:

     (i) The Issuers have not entered into any arrangement or understanding with
any person to distribute the Exchange Securities to be received in the Exchange
Offer and to the best of each of the Issuers' information and belief, each
person (including any broker-dealer) participating in the Exchange Offer is
acquiring the Exchange Securities in its ordinary course of business and has no
arrangement or understanding with any person to participate in the distribution
of the Exchange Securities to be received in the Exchange Offer.

<PAGE>

Securities and Exchange Commission
January 27, 2005
Page 2


     (ii) The Issuers will make each person participating in the exchange offer
aware (through the exchange offer prospectus or otherwise) that if the exchange
offer is being registered for the purpose of secondary re-sales, any
securityholder using the exchange offer to participate in a distribution of the
securities to be acquired in the registered exchange offer (1) could not rely on
the staff position enunciated in the Exxon Capital Letter or similar letters and
(2) must comply with registration and prospectus delivery requirements of the
Securities Act of 1933 with a secondary resale transaction. The Issuers
acknowledge that such a secondary resale transaction should be covered by an
effective registration statement containing the selling securityholder
information required by Item 507 of Regulation S-K.

     (iii) The Issuers will include in the transmittal letter or similar
documentation to be executed by an exchange offeree in order to participate in
the Exchange Offer a representation to the effect that by accepting the exchange
offer, the exchange offeree represents to the Issuers that is not engaged in,
and does not intend to engage in, a distribution of the Exchange Securities.

                                                Phibro Animal Health Corporation


                                                By: /s/ Richard G. Johnson
                                                Name: Richard G. Johnson
                                                Title: Chief Financial Officer




</TEXT>
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