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Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022-4677
November 6, 1997
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Knoll, Inc.
Registration Statement on
Form S-1 (File No. 333-36407)
Ladies and Gentlemen:
On behalf of Knoll Inc., a Delaware corporation (the "Company"), and pursuant to
the Securities Act of 1933, as amended (the "Act"), we hereby request that,
pursuant to Rule 477 of Regulation C promulgated under the Act, the
above-referenced Registration Statement on Form S-1 and all amendments and
exhibits filed therewith be withdrawn and that the Securities and Exchange
Commission find that such withdrawal is consistent with the public interest and
the protection of investors.
The Company has decided to request the withdrawal of the Registration Statement
due to unfavorable market conditions at this time.
By copy of this letter, three copies of the Registration Statement, one of which
has been manually signed, are being filed with The New York Stock Exchange, Inc.
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Securities and Exchange Commission
November 6, 1997
Page 2
If you have any questions or comments with respect to this filing, please do not
hesitate to contact the undersigned or Michael A. Schwartz of this office at
(212) 821-8000.
Very truly yours,
/s/ Stephen H. Weinstein
Stephen H. Weinstein
cc: Douglas J. Purdom,
Knoll, Inc.
The New York Stock Exchange, Inc.
Valerie Ford Jacob, Esq.
Michael A. Schwartz, Esq.
