CORRESP 1 filename1.htm Acceleration Request

Knoll, Inc.

1235 Water Street

East Greenville, Pennsylvania 18041

 

 

January 24, 2006

 

 

VIA EDGAR AND FACSIMILE

 

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

Attention: Pamela Long

 

 

Re:   Knoll, Inc.
    Registration Statement on Form S-3 (Registration No. 333-130838)

 

 

Dear Ms. Long:

 

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Knoll, Inc. (the “Company”) hereby respectfully requests that the effectiveness of the above-captioned Registration Statement on Form S-3 (as amended to date, the “Registration Statement”) be accelerated to January 26, 2006 at 4:30 P.M. or as soon as practicable thereafter.

 

The Company hereby acknowledges the following:

 

    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.

 

The cooperation of the staff in meeting the timetable described above is very much appreciated.

 

 

Sincerely,

 

/s/ Barry L. McCabe

 

Barry L. McCabe

Senior Vice President and Chief Financial Officer