GKN HOLDING CORP
AW, 1996-07-19
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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To:  Securities and Exchange Commission
     Corporate Finance
     Phone: (202) 942-1851
     Fax: (202) 942-9635

From:     GKN Holding Corp.
     Peter R. Kent
     Director, Chief Operating Officer
     Chief Financial Officer
     Phone: (212) 208-6647
     Fax: (212) 363-4284


Subject: Amendment Withdrawal


Ladies and Gentlemen:

Merrill Corporate, an EDGAR filing agent, filed an S-1/A on behalf of GKN
Holding Corp. ("GKN") on July 17, 1996 (accepted time 21:45).  In that filing,
Merrill Corporate left out several exhibits, which GKN had provided to them to
include in the live filing.   Because of the Merrill's omission, we request that
the following filing be withdrawn.

     File No. 333-05273
     Accession Number: 0000950112-96-002405
     Filing Date/Time: July 18, 1996 08:00 a.m.

Merrill will refile the entire amendment No. 1 to the S-1, complete with
exhibits on July 18, 1996.


Sincerely,

GKN Holding Corp.



/s/ Peter R. Kent
- ------------------------
Peter R. Kent, Director
Chief Operating Officer
Chief Financial Officer
(Principal Accounting and 
Financial Officer)






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