SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 8-A/A-1


               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(B) OR (G) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                                  KNOLL, INC.
- -------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


         Delaware                                      13-3873847
- ----------------------------                           -----------
(State of incorporation or                          (I.R.S. Employer
 organization)                                      Identification No.)

1235 Water Street
East Greenville, Pennsylvania                             18041
- -----------------------------                         -------------
(Address of principal                                   (Zip Code)
 executive offices)


Securities to be registered pursuant to Section 12(b) of the Act:

     Title of each class                      Name of each exchange on which 
     to be so registered                      each class is to be registered 
     -------------------                      ------------------------------ 
Common Stock, par value                       New York Stock Exchange, Inc.
$.01 per share

If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]

If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]

Securities to be registered pursuant to Section 12(g) of the Act:

                                     None
- -------------------------------------------------------------------------------
                                (Title of class)


                               Page 1 of 4 Pages

 
Item 1.   Description of Registrant's Securities to be Registered.
          ------------------------------------------------------- 

          Reference is made to the information set forth under the caption
          "Description of Capital Stock" contained in the prospectus included in
          the Registrant's Registration Statement on Form S-1 (File No. 333-
          23399) as filed with the Securities and Exchange Commission (the
          "Commission") under the Securities Act of 1933 as amended (the
          "Securities Act") on March 14, 1997, as amended by Amendment No. 1 to
          the Registration Statement filed on April 18, 1997, Amendment No. 2 to
          the Registration Statement filed on April 30, 1997 and Amendment No. 3
          to the Registration Statement filed on May 6, 1997 (as amended, the
          "Registration Statement"), which is incorporated herein by reference.


Item 2.    Exhibits.
           -------- 

           (a) No exhibits are being filed with the Commission:

           (b) The following exhibits are to be filed with the New York Stock
           Exchange, Inc. only:

           1.1   Annual Report on 10-K of the Registrant for the fiscal year
                 ended December 31, 1996.

           1.2   Annual Report on 10-K/A-1 of the Registrant for the fiscal year
                 ended December 31, 1996.

           4.1   Amended and Restated Certificate of Incorporation of the
                 Registrant.

           4.2   Amended and Restated By-Laws of the Registrant.

           5     Specimen copy of certificate of common stock, par value $.01
                 per share, of the Registrant.


                               Page 2 of 4 Pages

 
                                   SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.


                                    KNOLL, INC.



Dated:  May 6, 1997             By: /s/ Burton B. Staniar
                                    ---------------------
                                    Name:   Burton B. Staniar
                                    Title:  Chairman of the Board

 
                                 EXHIBIT INDEX
                                 -------------


Exhibit
Number    Description
- ------    -----------

  1.1     Annual Report on 10-K of the Registrant for the fiscal year ended
          December 31, 1996.

  1.2     Annual Report on 10-K/A-1 of the Registrant for the fiscal year ended
          December 31, 1996.

  4.1     Amended and Restated Certificate of Incorporation of the Registrant.

  4.2     Amended and Restated By-Laws of the Registrant.

  5       Specimen copy of certificate of common stock, par value $.01 per
          share, of the Registrant.


                               Page 4 of 4 Pages