GKN HOLDING CORP
AW, 1996-07-18
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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To:  Charles A. Sjoquist
     Branch Chief
     Securities and Exchange Commission
     Phone: (202) 942-1960
     Fax: (202) 942-9635

From:     GKN Holding Corp.
     Vanessa Seidman
     Attorney, Graubard Mollen
     Phone: (212) 818-8695
     Fax: (212) 818-8881


Subject: Amendment Withdrawal

Date: July 18, 1996


Dear Mr. Sjoquist:

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the following filing be withdrawn.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,



Vanessa Seidman







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