SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 4631
December 15, 2009

Via U.S. mail and facsimile

Mr. Gregory J. Bylsma  Chief Financial Officer Herman Miller, Inc.
855 East Main Avenue Zeeland, Michigan 49464   RE: Form 10-K for the year ended May 30, 2009   Form 10-Q for the pe riod ended August 29, 2009
   File No. 1-15141   Dear Mr. Bylsma:    We have reviewed your response lett er dated December 4, 2009 and have the
following additional comments.  If you disagree with our comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as nece ssary in your explanation.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM 10-K FOR THE YEAR ENDED MAY 30, 2009

 General

 1. Where a comment below requests additional disclosures or other revisions to be made, these revisions should be included in your future filings, including your interim
filings, if applicable.

Mr. Gregory J. Bylsma
December 15, 2009
Page 2 of 3   Financial Statements

 Notes to the Financial Statements

 Note 1. Significant Accounting a nd Reporting Policies, page 46

 Notes Receivable, page 49

 2. We note your response to prior comment 9.  Please tell us the amounts of notes receivable recorded as of May 30, 2008, May 30, 2009, and August 29, 2009 which were created by converting accounts receivable or similar items to notes receivable.  Please also tell us the amounts of these notes receivable that were included in the notes receivable repayments and notes receiv able issued line items included in your
determination of net cash used from inves ting activities for each  of the three years
ended May 30, 2009 as well as the three months ended August 29, 2009.  For any
amounts included in the notes receivable issu ed line item, please help us understand
how the conversion of accounts receivable or similar items into notes receivable
would result in a cash transaction.  Please also tell us for the same periods the
corresponding amounts recorded in cash flow s from operating activ ities related to
these transactions.  Please confirm, if true, that y ou recorded cash inflows in
operating activities that were offset by corresponding cash outflows in investing
activities when you converted these accounts receivable or  similar items to notes
receivable.  In addition, given that para graph 22(a) of SFAS 95 states that cash
inflows from operating activit ies include cash receipts from  the sales of goods or
services, including receipts from the colle ction of accounts and both short- and long-
term notes receivable from customers arising from those sales, please further advise how you determined that the actual cash collections from these notes receivable should be reflected in cash flows from inve sting activities rather than as cash flows
from operating activities.
 Note 9. Notes Payable and Note 10, Long-Term Debt, page 57

 3. We note your response to prior comment 10.  If EBITDA (as defined in the credit
agreement) includes adjustments for items ot her than interest, taxes, depreciation and
amortization, please revise your description of the measure to convey this and briefly describe the nature of the additional adjustments.
 Note 14. Stock-Based Compensation

 Deferred Compensation Plan, page 70

 4. We note your response to prior comment 11.  Shares associated with the Non-qualified Deferred Compensation Plan are included in the denominator for purposes of determining diluted earnings per share amounts.  Please also disclose when these

Mr. Gregory J. Bylsma
December 15, 2009 Page 3 of 3
shares are included in your determination of basic earnings per share.  Refer to
paragraph 10 of SFAS 128.  As previously  requested, please also disclose how you
account for the deferred compensation obligati on, including changes in the obligation,
related to the Executive Equalization Retirement Plan.  Please disclose which balance sheet line item includes this ob ligation.  Refer to EITF 97-14.  Please show us in your
supplemental response what the revisions will look like.

FORM 10-Q FOR THE PERI OD ENDED AUGUST 29, 2009

General

5. Please address the above comments in your interim filings as well.
 Note 5. Common Stock and Earnings Per Share, page 8

 6. We note your response to prior comment 16.  In a similar manner to your response,
please disclose that dividends accumulate and are forfeitable at all times until vested.

*    *    *    *
   Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your responses to our comment s and provides any requested supplemental
information.  Detailed letters greatly facilitate our review.  Please file your supplemental
response on EDGAR as a correspondence file .  Please understand that we may have
additional comments after reviewin g your responses to our comments.

You may contact Dorine Mill er, Financial Analyst, at  (202) 551-3711 or Dieter
King, Staff Attorney, at ( 202) 551-3338 if you have any questions regarding legal
matters.  Please contact Nudr at Salik, Staff Accountant, at (202) 551-3692 or, in her
absence, the undersigned at (202) 551-3769 if  you have questions regarding comments on
the financial statements and related matters.
Sincerely,
           R u f u s  D e c k e r         Accounting Branch Chief