UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, D.C. 20549






      October 8, 2004

Via U.S. Mail and Facsimile

Patrick A. Milberger, Esq.
Senior Vice President
Knoll, Inc.
1235 Water Street
East Greenville, PA 18041

Re:	Knoll, Inc.
	Registration Statement on Form S-1
	File No. 333-114840
	Filed September 10, 2004

Dear Mr. Milberger:

We have reviewed your filing and have the following comments.
Please
note that we have limited our review to transactional matters.
Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. Please update the information in the document, including the
status of your planned refinancing that you expected would close
in
September.

2. All exhibits are subject to our review.  Accordingly, please
file
or submit all of your exhibits with your next amendment, or as
soon
as possible.  In particular, please provide us with Exhibit 5.1.
Understand that we will need adequate time to review these
materials
before accelerating effectiveness.

3. Complete all non-430A information in your next amendment, or as
soon as possible, including the number of shares being offered and
the price range.  We may have additional comments based upon this
information and will need time to review it once filed.  Note that
without this information, you do not have a Section 10(a)
prospectus
and cannot rely on Rule 134 to publish notices about this
offering.

4. In addition to the foregoing information about your offering
that
is missing, we note a number of instances throughout your
prospectus
where it appears that information may have been omitted
inadvertently.  For example, at the end of the risk factor "We are
highly leveraged ..." on page 12, your entire capitalization and
dilution tables, and most other information that would be
presented
in tabular format appears to be missing.  Please revise to include
this information and note that we will need sufficient time to
review
it and may have comments on it.

5. Your prospectus contains a lot of repetitive disclosure.  One
example is your summary description of your business, which
appears
beginning on page 1 and appears, verbatim, beginning on pages 27
and
40.  Please review and revise your entire prospectus as necessary
to
eliminate unnecessarily repetitive disclosure.  We may have
specific
additional comments after we review your response.

6. We note that you refer to third-party appraisers with regard to
determining the fair value of your common stock, the fair values
of
intangible assets, and certain estimates related to employee
benefits.  Either identify these third parties, or delete your
references to them.  We remind you that if you identify and refer
to
a third party, you must include their consent in the S-1.  Refer
to
Section 436(b) of Regulation C.

7. Identify your primary publicly held competitors that you
compare
yourself to throughout the filing.

8. To the extent applicable, confirm that your future 1934 Act
filings will comply with the comments in this letter.


Table of contents, page i

9. Revise the language in the bold faced paragraph to remove any
implication that the prospectus you deliver to investors is not
materially accurate.

Prospectus summary, page 1

10. While we realize that you may have included this information
elsewhere in the prospectus, please revise the disclosure in the
Summary section to provide relevant balancing information.  For
example, under Our Competitive Strengths, you discuss your
"significant market position", yet disclosure elsewhere in your
prospectus discusses the fact that you face significant
competition
and may have difficulty capturing sales.  You should also balance
statements about your net revenues, operating income, and net
income
for the twelve months ended June 30, 2004, with disclosure about
the
downward trend over the past three years in all of these items.
Please review and revise all of your disclosure in the Summary
with
this comment in mind.

Risk factors, page 10

11. Please revise this section in order of importance to
investors.
It does not appear that, as written, it presents first the most
pressing risks to your investors at this time.

12. Please review all risk factors as necessary to comply with the
comments in this section.  We may have additional, more specific
comments on this section once we review your amended filing:

* Many of your risk factor headings merely state a fact without
specifying the resulting risk.  Review each risk factor heading,
and
revise them as necessary to specify clearly the risk.

* Please review and revise your risk factors, to the extent
possible,
to avoid generic conclusions that the risk would have a material
adverse effect on your business or that it "adversely affects"
your
business or financial condition.

* Some of your captions and discussions describe generic risks
that
would apply to any company, or contain disclosure that, in fact,
suggests that there is no risk.  Revise your captions and
discussions
to make clear how the risks apply directly to you or investors in
this offering, or delete these risk factors.  See, for example,
"Our
strategy to achieve growth ..." (page 10 )and "We may not be able
to
manage our business ..." (page 11).

* Generally, some of your risk factors state that you "cannot
assure"
a certain event.  The risk is not your inability to assure or
guarantee, but the negative consequence being discussed.  Please
revise.

We are highly leveraged, and ..., page 12

13. Please discuss the limitations on your ability to incur
additional debt, and disclose the maximum amount of additional
debt
you can incur.

We are subject to restrictions ..., page 12

14. Disclose that a default on your secured debt could result in a
foreclosure on substantially all of your and your subsidiaries`
assets and what that means with respect to your ability to operate
as
a going concern.

Management`s discussion and analysis of financial condition, page
27

15. Please provide, in this section, more information about your
current intentions to issue stock under your various stock plans,
or
provide a cross-reference to detailed information elsewhere in the
document.

Critical accounting policies, page 28

16. Please amend this section to address the following:

* Provide separate information for evaluating whether trademarks
and/or goodwill is impaired.  Specifically, discuss your
methodology
for estimating each fair value; a summary of the key estimates
made
in preparing each valuation; and the sensitivity of those
assumptions.

* Revise your warranty discussion to disclose and discuss the
decline
in this liability balance during each period presented, and to
address the adequacy of this accrual as of the most recent balance
sheet date.

* Revise your employee benefits discussion to include the impact
of a
plus or minus one-percent change in the discount rate and the
expected return on plan assets.

* Revise your commitments and contingencies discussion to provide
quantitative and qualitative information about your significant
judgments and estimates.

* Revise your discussion of income taxes to address how you
determined the realizability of your deferred tax assets and the
amount of the valuation allowance.  To the extent applicable,
quantify the amount of taxable income you must generate to fully
realize your deferred tax assets.

* Include a sensitivity analysis for your interest rate collars
(e.g., the impact of a one percent change in interest rates).

Refer to SEC Interpretive Release No. 33-8350, SEC Other Release
No.
33-8040 and SEC Proposed Release No. 33-8098 for guidance.

Results of operations, page 31

17. When you list several items as the cause for changes in your
results, quantify the effect of each item that you identify.
Refer
to Item 303(a)(3) of Regulation S-K.  Expand your MD&A to provide
context for the reader to understand the extent to which each of
these items (and similarly worded disclosures) resulted in sales
or
cost changes in the current period versus the prior period.
Revise
your filing to describe the specific impact of each underlying
reason
for material changes in line items, and provide a context within
which a reader can discern the importance of each reason.

18. We note you have incurred costs for product development.
Please
clarify whether these costs meet the definition of research and
development under SFAS 2.  If they do, revise your financial
statements to include the disclosure required by paragraph 13 of
SFAS
2.

19. Please revise your discussion to include additional detail,
qualitative and quantitative, that the impact of increasing raw
material costs, specifically for steel and plastic, has had and is
expected to have on cost of goods sold and gross profit margins.
In
addition, include commodity risks as part of your quantitative and
qualitative disclosures about market risk, or tell us why you do
not
believe any additional disclosure is required.

20. Revise your discussion of other income (expense), net to
provide
a more detailed explanation of the reasons for material changes
during each period, including the foreign-exchange loss in 2003.

21. Revise your income-tax expense discussion to provide a more
detailed explanation regarding your mix of pretax income and the
resulting three-percent increase in your effective tax rate for
the
six months ended June 30, 2004.  Your annual discussion should
also
be revised accordingly.

22. Provide additional information in your December 31, 2003
results
of operations discussion regarding the pricing pressures you have
faced and your expectations of future pricing pressure issues.

23. In light of the guidance contained in Interpretation:
Commission
Guidance Regarding Management`s Discussion and Analysis of
Financial
Condition and Results of Operations (Commission`s MD&A Guidance)
issued on December 19, 2003, please consider whether a tabular
presentation of the relevant financial or other information might
help a reader`s understanding of MD&A.  Material disclosures in
this
regard might include, among other things, percentage change in
sales
resulting from volume changes, price changes and other factors,
macroeconomic indicators most closely linked to company
performance
(e.g., interest rates, inflation), etc.  In light of our preceding
comments as well, you may wish to revise your filing to provide
such
disclosure.

     Liquidity and capital resources, page 35

24. Please state the aggregate amount drawn down on your credit
facilities as of the most recent practicable date.

25. Revise your liquidity and capital resources discussions to
provide information about the six-month period ended June 30, 2004
and as of the most recent date practicable to reflect the
refinancing.  If proceeds from the refinancing will be used to pay
a
dividend to shareholders, as noted on page 36, present pro forma
disclosures that adequately reflect the impact of the dividend on
equity (including on the face of the historical balance sheet) and
earnings per share.

26. We note the significant declines in other current liabilities
and
other non-current liabilities during the periods presented.  If
the
declines related to items that impacted net income, please revise
MD&A to disclose and discuss the reasons for each item and the
impact
of each item on net income.

27. We note that long-term debt is significant.  Include a
discussion
of your material financial debt covenants, including actual and
required ratios for the periods presented, unless management
believes
that the likelihood of default is remote.  See Section 501.03 of
the
Codification of Financial Reporting Policies.

28. Please complete your contractual obligations table for your
purchase obligations and include other liabilities under GAAP that
may create obligations, including pension and postretirement
obligations.  In addition, if the refinancing is not completed,
adequately address how you intend to pay the significant amount of
debt maturing in 2005.  Refer to Item 303(a)(5) of Regulation S-K
and
Release No. 33-8182 for guidance.

29. Liquidity generally should be discussed on both a long-term
and
short-term basis.  Accordingly, please elaborate on the
sufficiency
of your resources to fund working-capital requirements and capital
expenditures on a long-term basis.  Please state whether the
company
currently has plans to repay, refinance, or extend its term loans
as
they come due, and discuss the consequences to the company if it
fails in its efforts to do so.  See Regulation S-K, Item 303(a),
Instruction #5.


Business, page 40

30. With regard to statements you make about the industry and your
market share, to the extent that you are making these statements
in
reliance on third-party sources, please:

* provide us supplemetnally with a copy of any study or report
that
you cite and highlight the portions of it that you rely upon or
refer
to in your disclosure;
* supplementally advise us whether you funded or were otherwise
affiliated with the studies or reports that are publicly
available;
and
* either file consents for sources that are not publicly
available,
or explain why you are not required to do so under Rule 436 of
Regulation C and Section 7 of the 1933 Securities Act.

31. Disclose the basis for your belief that you are a leading
designer and manufacturer of branded office furniture products,
and
describe the measure by which you are believe you are "leading".

32. We note that you provide general references to your operations
in
foreign markets.  Please consider discussing, with greater
particularity, the risks that arise from your operations in
specific
foreign markets.

33. Please identify with more specificity how you obtain
materials.
Also, if material, discuss the extent of the price volatility of
your
raw materials (such as the percentage by which prices have
fluctuated
over the past few years) and the extent of the price volatility of
the products you carry.  See Item 101(c) of Regulation S-K.  We
also
note that you have risk-factor disclosure in this regard.

34. Please state the volume of materials that you purchase from
overseas.  If material, please elaborate on this disclosure,
identifying the principal countries from which you purchase
supplies
and the risks that arise from doing business with suppliers in
specific foreign markets.  We note that you have a risk factor
that
alludes to risks associated with manufacturing products worldwide,
and we note your several references to your global sourcing
initiative.

35. If material, disclose the amount of advertising, marketing,
and
sales expense for the past three years.

36. If recent, indicate the approximate dates and duration of the
work stoppages to which you refer on page 56.

37. As part of the description of your business, discuss your
practices relating to working capital items, as Item 101(c)(vi) of
Regulation S-K requires.

38. With respect to the non-material claims that you reference
under
the heading Legal Proceedings on page 56, supplementally confirm
that
no disclosures are required pursuant to Item 103 of Regulation S-
K,
taking into account instructions 2 and 5 to that Item.

Management, page 57

39. Please revise to explain the goals that must be met prior to
awarding members of your senior management team their target
annual
bonuses.

40. Please name all the directorships that members of management
hold
in other public companies.  Refer to Item 401(e)(2) of Regulation
S-
K.

Certain relationships and related transactions, page 67

41. Please discuss whether you believe each of the transactions
and
relationships that you report in this section is on terms that are
at
least as fair to the company as you would expect to negotiate with
unaffiliated third parties.

Description of certain indebtedness, page 72

42. Please summarize the financial covenants in reasonable detail.

Shares eligible for future sale, page 74

43. Please state the number of shares that are subject to the
registration rights agreement.

Underwriting, page 79

44. Indicate any current intentions to release shares subject to
the
lock-up agreement, and disclose what factors will be used in any
determination to release those shares.  Also, describe any
exceptions
to the lock-up.

45. Supplementally, please advise whether a prospectus in
electronic
format may be made available online and whether prospective
investors
may be allowed to place orders online.  If so, please also provide
the following information:

* Regarding the availability of the prospectus online:

o Provide us also with copies of all information concerning your
company or prospectus that has appeared online.  If you
subsequently
enter into any such arrangements, promptly supplement your
response.

o tell us whether you or the underwriters have any arrangements
with
a third party to host or access your preliminary prospectus
online.
If so, identify the party and the website, describe the material
terms of your agreement, and provide us with a copy of any written
agreement.

* Regarding the placement of orders online:

o Advise which of your underwriters, will engage in any electronic
offer, sale, or distribution of the shares.  Describe the
procedures
to be used to us supplementally, or confirm that the Division`s
Office of Chief Counsel has reviewed and approved these
procedures.
If you become aware of any members of an underwriting syndicate
that
your underwriters may form that may engage in electronic offers,
sales, or distributions after you respond to this comment,
promptly
supplement your response to identify those members, and provide us
with a description of their procedures or a similar confirmation.
We
may have additional comments upon review of your response.

46. We note that you intend to conduct a directed share program.
Please provide us supplementally with copies of all of the
materials
that you have sent or intend to send to directed share
participants.

Validity of securities, page 82

47. Please revise to state the "certain legal matters" on which
counsel will opine.

Where you can find more information, page 82

48. Please disclose Knoll Inc.`s S.E.C. file number.

Knoll, Inc. consolidated financial statements for the year ended
December 31, 2003

   Consolidated balance sheets

49. Separately state the amount of goodwill for each period
presented
on the face of the balance sheet, in accordance with paragraph 43
of
SFAS 142.

   2.  Summary of Significant accounting policies

50. Please include your policies for recognizing incentives and
accounting for advertising costs, or tell us why you believe such
disclosures are not required.  Refer to EITF 01-9 and SOP 93-7,
respectively, for guidance.


   2.  Summary of Significant accounting policies, Revenue
recognition, etc.

51. We note that you ship your products to dealers.  Please tell
us
more about these arrangements including when you recognize revenue
for products shipped to dealers and to end customers.  In
addition,
please tell us the payment terms and return provisions for sales
to
dealers and sales to end customers.  If there are any differences,
clarify your revenue recognition policy accordingly.

52. Based on your use of the term "usually," expand your policy to
identify each instance when you recognize revenue other than upon
the
shipment of products to clients.  Provide sufficient information
to
explain:  (a) the nature of these transactions; (b) when title and
risk of ownership pass; and (c) the authoritative literature that
supports your revenue recognition.  In addition, quantify the
amount
of revenue you recognized in each period other than when products
were shipped or delivered.

   2.  Summary of Significant accounting policies, Intangible
assets

53. You have determined that trademarks are not subject to
amortization.  Tell us (a) how you determined these assets have an
indefinite life, and (b) what life you used prior to January 1,
2002.

   10.  Derivative financial instruments

54. For your interest-rate collar agreements, we note that you
record
net amounts paid or received as an adjustment to interest expense
and
changes in fair value as a component of other income (expense).
Please tell us how you determined that these classifications are
appropriate, especially since your derivative instruments do not
qualify for hedge accounting.  In addition, reconcile the
disclosures
related to the loss you recorded from the interest-rate swap
terminations in 2003 in note 10 with the gain in note 21.

55. For your foreign currency contracts, we note that you record
the
net gain or loss upon settlement as an adjustment to cost of sales
and changes in fair value recorded as a component of other income
(expense).  Please tell us how you determined that these
classifications are appropriate, especially since your derivative
instruments do not qualify for hedge accounting.

   11.  Contingent liabilities and commitments

56. We note that you have concluded, "...not a party to any
lawsuit
or proceeding which...is likely to have a material adverse effect
on
the company."  The language you use to describe loss contingencies
should be consistent and clear regarding whether you believe that
the
described contingency is remote, reasonably possible, or probable.
Depending upon that determination, all other appropriate
disclosures
should be made.  In addition, revise your disclosure to state
whether
any lawsuits, claims, or proceedings are material to your results
of
operations, financial condition, and liquidity.  Refer to SFAS 5
and
SAB Topic 5:Y for guidance.

57. We note that you have been identified as a potentially
responsible party pursuant to CERCLA for remediation costs
associated
with waste disposal sites that you previously used.  However, you
have not provided disclosure for any environmental liabilities
within
the footnotes to the consolidated financial statements.  Please
revise your filing to include the SFAS 5 and SAB Topic 5:Y
required
disclosures, or tell us why such disclosures are not necessary.

58. Please revise your annual and quarterly financial statements
to
break out "Provision for warranty claims" between product
warranties
issued during the reporting period and changes in the reserve
related
to pre-existing warranties in both your annual and interim
statements.  Refer to paragraph 14 of FIN 45 for guidance.

59. Revise the notes to your annual and interim financial
statements
to disclose the maximum potential amount of future payments that
you
could be required to make under the guarantees.  Refer to
paragraph
13.b. of FIN 45 for guidance.

   16.  Pension and other postretirement benefits

60. Disclose the benefits expected to be paid in each of the next
five fiscal years and in the aggregate for the five fiscal years
thereafter.  Refer to paragraph 5.f. of SFAS 132(R).

   18.  Stock plans

61. Please tell us more about your Knoll Stock Ownership Award
Plan
and how you are accounting for this plan.  Provide us with a roll-
forward of your compensation expense for each fiscal year from
1999
through 2003 and the six-month period ended June 30, 2004, which
should include the number of units outstanding and the fair value
of
common stock.

   19.  Segment and geographic region information

62. On page 55 of your filing, you indicate that operating income
information is available by geographic area: United States, Canada
and Europe.  Tell us how you meet the criteria to aggregate your
geographic areas under paragraph 17 of SFAS 131, or provide all
the
disclosures required by SFAS 131.

63. It appears to us that you have 5 major product-lines.  Please
provide the disclosures required by paragraph 37 of SFAS 131.


Knoll, Inc. consolidated financial statements for the six months
ended June 30, 2004

   Note 7:  Stock plans

64. We note that, on June 7, 2004, you issued 565,000 stock
options
at an exercise price of $32 an option.  Please tell us the
following
information about this issuance:

* The fair market value of your common stock on June 7, 2004;

* Whether you obtained a contemporaneous, independent valuation of
the fair market value of your common stock;

* The valuation methodology used to determine the fair market
value;

* The significant underlying valuation assumptions; and

* The anticipated offering price.

Closing comments

As appropriate, please amend your registration statement in
response
to these comments.  You may wish to provide us with marked copies
of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in connection with our review of your filing
or
in response to our comments on your filing.

We will consider a written request for acceleration of the
effective
date of the registration statement as a confirmation of the fact
that
those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

We direct your attention to Rules 460 and 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

You may contact Tracey Houser at (202) 824-1989 or Anne McConnell
at
(202) 942-1795 if you have questions regarding comments on the
financial statements and related matters.  Please contact Amanda
Gordon at (202) 942-1945 with any other questions.



Sincerely,



Pamela Long
Assistant Director

cc:	Michael A. Schwartz, Esq., Willkie Farr & Gallagher LLP

Knoll, Inc.
October 8, 2004
Page 14