GKN HOLDING CORP
8-A12G/A, 1996-07-29
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549



                                   FORM 8-A/A
                                [AMENDMENT NO. 2]

                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 executive offices)           (Zip Code)




If this Form relates to the registration        If this Form relates to the
of a class of a of debt securities and is       registration of a class of
effective upon filing class pursuant to         debt securities and is to
General  Instruction  A(c)(1),  please          become effective simultaneously
the check the following box:                    with the effectiveness of a
|_|                                             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:  [None


Securities to be registered pursuant to Section 12(g) of the Securities
Exchange Act:]






                                        
<PAGE>


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

       
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<PAGE>


   
     This Amendment No. [2] 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) [and Amendment No. 1 to the
Registration  Statement  on Form 8-A was filed with the  Commission  on July 29,
1996. This Amendment No. 2 to the Registrant's]  Registration Statement [on Form
8-A is being filed to reflect that the securities  being  registered  hereby are
being  registered  pursuant to Section 12(g) of the  Securities  Exchange Act of
1934.     


Item 1.   Description of Registrant's Securities to be Registered.

   
                  The  information  required in this Item 1 of this Statement is
incorporated  herein by  reference  from the section  entitled  "Description  of
Capital Stock"  appearing in the Prospectus  included in Amendment No. 2] to the
Registrant's [Registration Statement which was filed with the Commission on July
29, 1996.]
    



                                    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
                                               Title:  Chief Operating Officer



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<PAGE>


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