Response Letter

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

December 9, 2011

VIA EDGAR

Division of Corporate Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: John Reynolds

Michael Kors Holdings Limited

Response to Comment Letter to

Registration Statement on Form F-1, Filed December 2, 2011 (File No. 333-178282)

Ladies and Gentlemen:

On behalf of Michael Kors Holdings Limited (the “Company”), we enclose the accompanying changed pages (the “Changed Pages”) to the Registration Statement (the “Registration Statement”) on Form F-1 of the Company, filed with the Securities and Exchange Commission (the “Commission”) on December 2, 2011 (File No. 333-178282), marked to indicate changes from the Registration Statement.

Securities and Exchange Commission

December 9, 2011

Page 2

The Changed Pages reflect the responses of the Company to comments received from the Staff of the Commission (the “Staff”) in a letter from John Reynolds, dated December 9, 2011 (the “Comment Letter”). The discussion below is presented in the order of the numbered comments in the Comment Letter. For your convenience, references in the responses to page numbers are to the Changed Pages.

The Company has asked us to convey the following as its responses to the Staff:

General

1.	We remind you that the outstanding comments regarding your application for confidential treatment must be cleared prior to your request for effectiveness.

Response to Comment 1

The Company understands that the outstanding comments regarding its application for confidential treatment must be cleared prior to its request for effectiveness.

Summary Historical Consolidated Financial and Other Data, page 8

Please label “weighted average ordinary shares outstanding” and the “net income per ordinary share” with footnote (4) as it appears that these values give effect to the Share Split and the conversion of all outstanding preference shares into ordinary shares immediately prior to the completion of the offering.

Response to Comment 2

The Registration Statement has been revised in response to the Staff’s comment. Please see pages 9 and 31 of the Changed Pages.

Consolidated Financial Statements

Notes to Consolidated Financial Statements

1. Business and Basis of Presentation, page F-7

3.	It appears that your disclosure here which states that the 3.8 to 1 share split occurred on November 30, 2011 is inconsistent with the disclosure presented on page 7 which states the share split occurred on December 1, 2011. Please clarify or revise.

Securities and Exchange Commission

December 9, 2011

Page 3

Response to Comment 3

The Registration Statement has been revised in response to the Staff’s comment. Please see page 7 of the Changed Pages.

If you have any questions concerning the above responses, please do not hesitate to contact either the undersigned at (212) 373-3331 or John C. Kennedy at (212) 373-3025.

Sincerely,

/s/ Ben A. Stacke

Ben A. Stacke

cc:	Lee S. Sporn, Esq.

Michael Kors Holdings Limited

Richard D. Truesdell Jr., Esq.

Davis Polk & Wardwell LLP

SUMMARY TERMS OF THE OFFERING

The summary below describes the principal terms of this offering. The “Description of Share Capital” section of this prospectus contains a more detailed description of the ordinary shares.

Ordinary shares offered by us

We are not selling any ordinary shares in this offering.

Ordinary shares offered by the selling shareholders

41,700,000 ordinary shares.

Ordinary shares to be outstanding immediately after this offering

Immediately after this offering, we will have 190,792,875 ordinary shares issued and outstanding.

Over-allotment Option

The selling shareholders have granted the underwriters the right to purchase an additional 6,255,000 ordinary shares within 30 days from the date of this prospectus to cover over-allotments, if any.

Use of Proceeds

The selling shareholders will receive all of the net proceeds from the sale of the ordinary shares offered under this prospectus. Accordingly, we will not receive any proceeds from the sale of ordinary shares in this offering.

Voting Rights

Holders of our ordinary shares are entitled to one vote per ordinary share in all shareholder meetings. See “Description of Share Capital—Ordinary Shares.”

Dividend Policy

We do not expect to pay any dividends or other distributions on our ordinary shares in the foreseeable future. We currently intend to retain future earnings. See “Dividend Policy.”

Listing

We have been authorized to list our ordinary shares on the NYSE under the symbol “KORS.”

Risk Factors

Investing in our ordinary shares involves substantial risks. See “Risk Factors” for a description of certain of the risks you should consider before investing in our ordinary shares.

The number of ordinary shares outstanding after this offering excludes 19,240,284 stock options granted and outstanding pursuant to the Amended and Restated Michael Kors (USA), Inc. Stock Option Plan (the “Stock Option Plan”) as of December 1, 2011 at a weighted average exercise price of $4.48 per ordinary share, 2,513,384 ordinary shares subject to grants of stock options, restricted shares and restricted stock units under the Amended and Restated Michael Kors Holdings Limited Omnibus Incentive Plan (the “Equity Plan”) (in the case of stock options, at an exercise price equal to the initial public offering price) and 12,732,616 ordinary shares reserved for future issuance under the Equity Plan. See “Management—Compensation of Executive Officers and Directors.”

Unless we indicate otherwise, all information in this prospectus:

•

assumes that the underwriters do not exercise their option to purchase from the selling shareholders up to 6,255,000 ordinary shares to cover over-allotments, if any; and

•

gives effect to (i) the Reorganization, (ii) a 3.8-to-1 split of our ordinary shares (the “Share Split”) that occurred on November 30, 2011, (iii) the conversion of all outstanding preference shares of the Company into 41,256,025 ordinary shares immediately prior to the completion of this offering and (iv) the exercise of stock options to acquire 1,736,567 ordinary shares prior to the completion of this offering.


	Six Months Ended						Fiscal Years Ended
	October 1, 2011			October 2, 2010			April 2, 2011		April 3, 2010			March 28, 2009
	(data presented in thousands, except for shares and per share data)
Statements of Operations Data:
Net sales	$	520,207		$	322,440		$	757,800	$	483,452		$	377,058
Royalty revenue		28,451			18,444			45,539		24,647			20,016

Total revenue		548,658			340,884			803,339		508,099			397,074
Cost of goods sold		236,589			155,704			357,274		241,365			208,283

Gross Profit		312,069			185,180			446,065		266,734			188,791
Selling, general and administrative expenses		190,799			121,361			279,822		191,717			147,490
Depreciation and amortization		17,016			11,680			25,543		18,843			14,020
Impairment of long-lived assets		—			2,838			3,834		—			3,043

Total operating expenses		207,815			135,879			309,199		210,560			164,553

Income from operations		104,254			49,301			136,866		56,174			24,238
Interest expense		660			1,230			1,861		2,057			1,600
Foreign currency loss (income)		(1,729	)		(387	)		1,786		(830	)		391

Income before provision for income taxes		105,323			48,458			133,219		54,947			22,247
Provision for income taxes		40,602			21,115			60,713		15,699			9,208

Net income		64,721			27,343			72,506		39,248			13,039
Net income applicable to preference shareholders		14,173			5,894			15,629		8,460			2,811

Net income available for ordinary shareholders	$	50,548		$	21,449		$	56,877	$	30,788		$	10,228

Weighted average ordinary shares outstanding⁽¹⁾:
Basic		143,554,974			140,554,377			140,554,377		140,554,377			140,554,377
Diluted		183,378,696			179,177,268			179,177,268		179,177,268			179,177,268
Net income per ordinary share⁽²⁾:
Basic	$	0.35		$	0.15		$	0.40	$	0.22		$	0.07
Diluted	$	0.35		$	0.15		$	0.40	$	0.22		$	0.07

Pro forma net income⁽³⁾⁽⁴⁾:	$	61,624					$	69,410
Pro forma weighted average ordinary shares outstanding⁽⁴⁾:
Basic		183,378,696						179,177,251
Diluted		188,310,721						183,057,144
Pro forma net income per ordinary share⁽³⁾⁽⁴⁾:
Basic	$	0.34					$	0.39
Diluted	$	0.33					$	0.38

(1)	Gives effect to the Reorganization and the Share Split. See “Certain Relationships and Related Party Transactions—Reorganization Transactions and Preference Share Sale.”

(2)

Basic net income per ordinary share is computed by dividing net income available to ordinary shareholders by basic weighted average ordinary shares outstanding. Diluted net income per ordinary share assumes the conversion of preference shares to ordinary shares and is computed by dividing net income by diluted weighted average ordinary shares outstanding.

(3)	See “Unaudited Pro Forma Financial Data.”

(4)	Gives effect to the Reorganization, the Share Split and the conversion of all outstanding preference shares of the Company into ordinary shares immediately prior to the completion of this offering.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA

The following table sets forth selected historical consolidated financial and other data for Michael Kors Holdings Limited and its consolidated subsidiaries for the periods presented. The statements of operations data for Fiscal 2011, 2010 and 2009 and the balance sheet data as of the end of Fiscal 2011 and 2010 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The statements of operations data for the six months ended October 1, 2011 and the six months ended October 2, 2010 and the balance sheet data as of October 1, 2011 have been derived from our unaudited consolidated financial statements, which are included in this prospectus. Our results of operations for the six months ended October 1, 2011 are not necessarily indicative of the results that can be expected for the full year or any future period. The statements of operations data for Fiscal 2008 and 2007 and the balance sheet data as of the end of Fiscal 2009, 2008 and 2007 and as of October 2, 2010 have been derived from our unaudited consolidated financial statements, which are not included in this prospectus.

The selected historical consolidated financial data below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes included elsewhere in this prospectus.


	Six Months Ended						Fiscal Years Ended
	October 1, 2011			October 2, 2010			April 2, 2011		April 3, 2010			March 28, 2009		March 31, 2008			March 31, 2007
	(data presented in thousands, except for shares and per share data)
Statements of Operations Data:
Net sales	$	520,207		$	322,440		$	757,800	$	483,452		$	377,058	$	296,176		$	197,442
Royalty revenue		28,451			18,444			45,539		24,647			20,016		16,479			13,310

Total revenue		548,658			340,884			803,339		508,099			397,074		312,655			210,752
Cost of goods sold		236,589			155,704			357,274		241,365			208,283		165,947			117,829

Gross profit		312,069			185,180			446,065		266,734			188,791		146,708			92,923
Selling, general and administrative expenses		190,799			121,361			279,822		191,717			147,490		108,407			75,369
Depreciation and amortization		17,016			11,680			25,543		18,843			14,020		10,289			9,063
Impairment of long-lived assets		—			2,838			3,834		—			3,043		1,844			7

Total operating expenses		207,815			135,879			309,199		210,560			164,553		120,540			84,439

Income from operations		104,254			49,301			136,866		56,174			24,238		26,168			8,484
Interest expense		660			1,230			1,861		2,057			1,600		2,760			2,900
Foreign currency loss (income)		(1,729	)		(387	)		1,786		(830	)		391		(147	)		(21	)

Income before provision for income taxes		105,323			48,458			133,219		54,947			22,247		23,555			5,605
Provision (benefit) for income taxes		40,602			21,115			60,713		15,699			9,208		(36,562	)		2,075

Net income		64,721			27,343			72,506		39,248			13,039		60,117			3,530
Net income applicable to preference shareholders		14,173			5,894			15,629		8,460			2,811		12,959			761

Net income available for ordinary shareholders	$	50,548		$	21,449		$	56,877	$	30,788		$	10,228	$	47,158		$	2,769


Weighted average ordinary shares outstanding⁽¹⁾:
Basic		143,554,974			140,554,377			140,554,377		140,554,377			140,554,377		140,554,377			140,554,377
Diluted		183,378,696			179,177,268			179,177,268		179,177,268			179,177,268		179,177,268			179,177,268

Net income per ordinary share⁽²⁾:
Basic	$	0.35		$	0.15		$	0.40	$	0.22		$	0.07	$	0.34		$	0.02
Diluted	$	0.35		$	0.15		$	0.40	$	0.22		$	0.07	$	0.34		$	0.02

(1)	Gives effect to the Reorganization and the Share Split. See “Certain Relationships and Related Party Transactions—Reorganization Transactions and Preference Share Sale.”

(2)