8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) December 17, 2004

Knoll, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-12907	13-3873847
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

Registrant’s telephone number, including area code (215) 679-7991

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.04 Temporary Suspension of Trading under Registrant’s Employee Benefit Plans

On December 17, 2004, Knoll, Inc. (the “Company”) sent a notice to directors and executive officers of the Company informing them that a blackout period with respect to The Knoll Retirement Savings Plan will be in effect beginning at 3:00 p.m. on January 27, 2005, and is expected to continue through February 6, 2005.

The notice, which was provided to its directors and executive officers in accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR, is attached as Exhibit 99-1 to this Current Report of Form 8-K.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

99-1 Notice of a Blackout Period to Directors and Executive Officer of Knoll, Inc. dated December 17, 2004

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Knoll Inc.
Dated: December 22, 2004	By:	/s/    Barry L. McCabe
	Name:	Barry L. McCabe
	Title:	Senior Vice President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

December 17, 2004

Members of the Board of Directors and Executive Officers of Knoll, Inc.

RE:     Notice of Blackout Trading Restriction Period for Knoll, Inc. Common Stock

Section 306(a) of the Sarbanes-Oxley Act of 2002 was adopted to prevent directors and executive officers of corporations from trading in the corporation’s securities while employees of the corporation are restricted from trading such securities in certain employee benefit plans. As a director of Knoll, Inc., or as one of its executive officers, you are subject to Section 306(a).

Commencing on January 27, 2005, Vanguard Fiduciary Trust Company (“Vanguard”) will replace Putnam Investments as the trustee and record keeper for the Knoll, Inc. Retirement Savings Plan (the “401(k) Plan”). During this period, participants in the 401(k) Plan will be unable to obtain a loan under the 401(k) Plan, obtain a distribution from the 401(k) Plan, or direct or diversify investments in their individual accounts, including directing or diversifying investments in Knoll common stock.

This memorandum is to notify you of a blackout period during which you will be prohibited from purchasing, selling, or otherwise acquiring or transferring any Knoll common stock that you have received or may receive in connection with your position as a director or executive officer. The blackout period will be in effect beginning at 3 p.m., Eastern time, on January 27, 2005, and will continue through February 6, 2005. The blackout applies to any direct or indirect interest you may have in Knoll common stock received in connection with your position as a director or executive officer, including restricted stock and stock options, regardless of whether or not your transaction is inside or outside of the 401(k) Plan.

You should be able to resume trading company securities at the beginning of the business day on Monday, February 7, 2005, but unforeseen events may extend the blackout period for several days. This period is necessary to allow for the orderly and accurate transfer of records and funds from Putnam Investments to Vanguard.

If you have any questions regarding this blackout period, please contact Patrick A. Milberger at 215-679-1335.

Sincerely,

Patrick A. Milberger

/alp

cc:	Michael A. Schwartz, Willkie Farr & Gallagher
	Richard Schroder