GKN HOLDING CORP
8-A12B/A, 1996-07-29
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549

                                                  
                         -------------------------

   

                                FORM 8-A/A

    

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


                              GKN HOLDING CORP.   
                         -------------------------
           (Exact name of registrant as specified in its charter)



          Delaware                             13-3414302
- --------------------------                 ------------------
  (State of Incorporation)                   (IRS Employer 
                                             Identification
                                                  No.)

 61 Broadway, New York, New                       
            York                                  10006
- ----------------------------                  -----------------
   (Address of principal                       (Zip Code)
     executive offices)


 If this Form relates to the          If this Form relates to
 registration of a class of           the registration of a
 debt securities and is               class of debt securities
 effective upon filing pursuant       and is to become effective
 to General Instruction               simultaneously with the
 A(c)(1), please check the            effectiveness of a
 following box:               [ ]     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(b) of the
 Securities Act of 1934:

                                      Name of each exchange on
 Title of each class to be so         which each class is to be
 registered                           registered
- --------------------------------      -------------------------------
 Common Stock, par value $.0001       The Nasdaq National Market
 per share                            System

 Securities to be registered pursuant to Section 12(g) of the
 Securities Exchange Act: None

   
    This AMENDMENT NO. 1 TO THE REGISTRANT'S REGISTRATION STATEMENT ON 
  FORM 8-A IS BEING FILED TO ADD EXHIBITS TO THE REGISTRATION STATEMENT ON
                                 FORM 8-A.
    



<PAGE>



   

          THIS AMENDMENT NO. 1 TO THE Registration Statement on Form 8-A
relates to the common stock, par value $.0001 per share ("Common Stock") of
GKN Holding Corp., a Delaware corporation ("Registrant").  A Registration
Statement on Form S-1 (No. 333-05273) relating to the Common Stock was
filed with the Securities and Exchange Commission ("Commission") on June 5,
1996 ("Registration Statement").  AMENDMENT NOS. 1 AND 2 TO THE REGISTRATION 
STATEMENT WERE FILED WITH THE COMMISSION ON JULY 18, 1996 AND JULY 29, 1996, 
RESPECTIVELY (HEREINAFTER REFERRED TO AS "Amendment No. 1" AND "AMENDMENT 
NO. 2," RESPECTIVELY).  THE ORIGINAL Registration Statement ON FORM 8-A was 
filed with the Commission on July 24, 1996 (REG. No. 1-11973).
    

ITEM 2.        Exhibits.
               --------

   
          Incorporated by reference are the following exhibits to the
Registrant's Amendment No. 2 to its Registration Statement, on Form S-1 Filed 
with the Securities an Exchange Commission on July 29, 1996.
    


Exhibit No.         Description
- ------------        -----------
   
    1.1        *    Form of Underwriting Agreement.

    3.2 (a)    *    Amendment to the Registrant's By-laws.

    4.1        *    Form of Common Stock Certificate.
    




                                     2



<PAGE>



                                 SIGNATURE

   
          Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this
AMENDMENT TO THE Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized.
    


                                   GKN HOLDING CORP.



   
Date:     July 29, 1996              /s/ Peter R. Kent               
                              ---------------------------------------
    
                                   Name:   Peter R. Kent
                                            Chief Operating Officer



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