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






      November 22, 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.
	Second Amendment to Registration Statement on Form S-1
	File No. 333-118901
	Filed November 15, 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.

Risk factors, page 10

We are highly leveraged, and ..., page 13

1. Please state here the maximum amount of additional debt you can
incur under your revolving credit facility.  We understand you had
no
borrowing outstanding under this facility at September 30, 2004.

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

   19.  Segment and geographic region information

2. Based on your response to prior comment 19, it would appear
that
your operating segments are each individual country in Europe for
which operating income information is available and North America.
Provide us with gross margin and operating income information for
each individual country in Europe and North America for each of
the
three years ended December 31, 2003 and the nine-months ended
September 30, 2004.

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.
November 22, 2004
Page 3