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Herman Miller, Inc.

March 8, 2006

Mr. Rufus Decker,
Accounting Branch Chief
United States Securities and Exchange Commission
Division of
Corporate Finance
Washington, DC 20549-0404
Mail
Stop 7010

Re:
Herman Miller, Inc.

         Form 10-K for the fiscal year ended May 28, 2005 and Forms 10-Q for the fiscal
 quarters ended December
         3, 2005 and September 3, 2005

                  File Number 1-15141

Dear Mr. Decker:

This letter responds to your comment
letter dated February 14, 2006, regarding the above-referenced filings. It also takes
into consideration our brief discussion on February 21, 2006, with Scott Watkinson of your
staff as to the clarification of certain questions and the timing of this response.

The comments from your letter are set
forth in bold font below and are followed by our responses, respectively.

Form 10-K for the Fiscal
Year Ended May 28, 2005
Comments applicable to
your overall filing

               1.

               Where a comment below requests additional disclosures or other revisions
               please show us what the  revisions will look like in your response. With
               the exception of comments that specifically request an  amendment, all
               revisions may be included in your future filings.

1. Company Response:
Where applicable, we have included
our proposed disclosures.

Item 1. Business, page 3
Narrative
Description of Business, page 3
Government Contracts, page 5

               2.

               You disclose that you enter into contracts with the Government of the United
               States. Please expand your  disclosure to discuss whether these contracts
               have limitations on the types of cost increases that you  are able to
               pass on. Please disclose the types of costs you are able and unable to pass on
               to your  customers. If the costs you are unable to pass along to your
               customers are significant, please discuss  them in MD&A.

2. Company Response:

The policy of the GSA in negotiating
its contracts is to obtain pricing that is at least as favorable as the pricing we offer
on certain other large commercial projects. Further, as is the case with our commercial
non-governmental customers, sales contracts with the U.S. Government generally do not
define specific costs or cost categories that are allowed to be “passed on”.
 Based on this, we do not believe additional disclosure within MD&A is
necessary with regard to this issue. We will revise our Item 1 disclosure in future
filings as follows:

“Other than standard provisions
contained in contracts with the United States Government, the company does not believe
that any significant portion of its business is subject to material renegotiation of
profits or termination of contracts or subcontracts at the election of various government
entities. The company sells to the U.S. Government both through a GSA Multiple Award
Schedule Contract and through competitive bids. The GSA Multiple Award Schedule Contract
pricing is principally based upon the company’s commercial price list in effect when
the contract is initiated, rather than being determined on a cost-plus-basis. The company
is required to receive GSA approval to increase its list prices during the term of the
Multiple Award Schedule Contract period.”

Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 14
Financial Results, page 19

               3.

               You discuss various factors that contributed to changes in income statement
               line items, such as net  sales, gross margin and operating expenses. Some
               of the factors you cited are:
    o   New product sales,

    o   Operating efficiencies
from restructuring plans,

    o   Higher direct material costs,

    o   Direct labor costs, and

    o   Tax true-ups

Your
disclosure should include additional details that explain the business reasons
contributing to changes  between periods. To the extent practicable, you should
also quantify the effect of each of these reasons.  Please show us your revised
MD&A disclosures for fiscal year ended May 28, 2005 compared to fiscal year
ended May 29, 2004 and for the fiscal year [sic quarter] ended December 3, 2005
compared to fiscal quarter  ended November 27, 2004.

3. Company Response:
As discussed with your staff, the
factors referenced in our MD&A disclosures are in fact the primary and material
business reasons that contributed to changes in the various line items of the respective
income statements. It is our normal practice, where material and practicable, to quantify
the effects of these factors on our business operations. For example, you will note that
we explained, under the caption “Gross Margin” on page 21, the unusual and
significant increase in steel prices that adversely impacted our gross margin by roughly
1.3 percentage points. In addition, several other similar quantifications were made to
allow the reader of the financial statements to determine the effect of factors on our
business. In future filings, we will continue to identify and explain the key factors and
business reasons that contribute to the changes in various line items of our income
statement from period to period.

Finally, we note that the comment
referencing the comparative periods of “fiscal quarter ended December 3, 2005"
to “fiscal year ended November 27, 2004” is not applicable to the 10-K Report in
question.

               4.

               Please expand your disclosure to include a more thorough year-to-year
               analysis for the fiscal year ended  May 29, 2004 compared to the fiscal
               year ended May 31, 2003. You should explain and, when practicable,
               attempt to quantify each of the individual business reasons that contributed
               to changes in your income  statement line items. Please refer to the
               instructions to Item 303(a) of Regulation S-X.

4. Company Response:
Our Report on Form 10-K for the year
ended May 29, 2004 identified and explained, and where applicable, quantified, the primary
business reasons that contributed to changes in our income statement line items.
Discussion at this same level of detail was omitted in our fiscal 2005 report on Form
10-K. In future filings, we will provide more detailed explanations for the income
statement line item changes pertaining to comparative results of the second and third most
recent fiscal year periods presented.

Operating Expenses and
Operating Earnings, page 22

               5.

               Your results of operations for the fiscal year ended May 28, 2005 include an
               adjustment for  approximately $13.0 million relating to your GSA
               reserves. You state that this adjustment was the  result of a settlement
               with GSA concerning an audit of the period from 1988 to 1991. Please disclose
                the portion of the reduction related to the period from 1998 [sic 1988]
               to 1991. Please disclose the  facts and circumstances which resulted in
               your change in estimate related to other periods.

5. Company Response:
We have historically maintained
reserves to cover risks associated with contract non-compliance with General Services
Administration (GSA) contract terms. We had recorded GSA reserves totaling $15.4 million
at the end of our fiscal 2005 third quarter to cover estimated exposure based upon
available information at the time, which we felt supported a probable loss under SFAS No.
5. This reserve amount included $7.5 million allocable to the contract years 1988 to 1991,
which were under audit by the GSA. The remaining balance represented the estimated
liability for general pricing claims we expected to arise in open contract periods which
had not yet been subject to audit by the GSA.

During the fourth quarter of fiscal
year 2005, we reached a settlement agreement with the GSA on pricing errors related to the
1988 to 1991 multiple award schedule contract. In light of the settlement, which resulted
in payment of $500,000 to the GSA, we re-evaluated our GSA contract reserve policy. Based
on this evaluation, we reduced our GSA reserves by $13.0 million in the fourth quarter.

In estimating the appropriate
liability to maintain as of the end of fiscal 2005, as well as to develop a revised
methodology for adjusting future reserve levels, we considered the impact of our most
recent settlement on our history of settlements, our current contract compliance
mechanisms, the current GSA contract language, and the estimated probability of future
audits. These probabilities and estimates were derived after evaluating the qualitative
risk factors inherent in doing business with the GSA. These risk factors included the
complex nature of setting commercial project pricing relative to that of the GSA and the
risk of pricing errors on products sold by our alliance partners. After carefully
considering all pertinent risks and factors, including the scope of the most recent
settlement with the GSA, we revised our process to estimate required GSA reserves.

In future filings, we will address
any facts and circumstances that result in a material change to our GSA reserves. In
addition, we will provide the following disclosure in our next report to be filed on Form
10-K:

“On April 6, 2005, we reported
that we had reached a settlement with the General Services Administration (GSA) concerning
a prior audit of the 1988 to 1991 multiple award schedule contract. In light of the
settlement, which required us to pay the GSA $0.5 million, we re-evaluated our balance
sheet reserves related to all GSA contract periods. As a result of this evaluation, we
made the determination that these reserves should be reduced. Accordingly, during the
fourth quarter of fiscal 2005, we recorded an adjustment to the reserves, which reduced
our pre-tax operating expenses by approximately $13.0 million. Approximately $7.0 million
of this adjustment related to the elimination of the remaining reserves, beyond the amount
of the settlement, allocable to the 1988 to 1991 contract period. The remainder of the
adjustment related to our re-evaluation of required reserves for open contract periods
which had not yet been subject to audit.”

Financial Statements
Statements of
Shareholders’ Equity, page 40

               6.

               Please revise your statements of shareholders’ equity to include the
               changes in the number of shares of  equity securities for each period
               presented. Please refer to paragraph 10 of APB 12.

6. Company Response:

We will revise our statements of
shareholders’ equity in future filings to include a column that will reconcile
changes in the number of shares outstanding between periods as follows:

     Shares of
Common Stock

     Balance, May 31, 2003

     72,829,881

     Exercise of stock options
     1,246,009

     Employee stock purchase plan
     130,857

     Repurchase and retirement of common stock
     (2,462,996
        )

     Directors' fees
     4,728

     Stock grants issued
     2,500

     Balance, May 29, 2004
     71,750,979

     Exercise of stock options
     2,478,810

     Employee stock purchase plan
     125,845

     Repurchase and retirement of common stock
     (4,877,832
        )

     Directors' fees
     8,187

     Stock grants issued
     100,000

     Balance, May 28, 2005
     69,585,989

Notes to Financial
Statements
Note 22, Operating Segments,
page 71

               7.

               You disclose on page four that you sell furniture systems, seating, storage,
               casegoods and freestanding  furniture products. Please disclose the net
               sales attributable to each of these groups of products. In  addition,
               please expand your disclosure to include net sales attributable to individual
               foreign  countries, if material. Please refer to paragraphs 37 and 38(a)
               of SFAS 131.

7. Company Response:
We will revise our segment disclosure
footnote in future filings to include a summary of revenue by product category. Given that
formal product line information is not available for the company as a whole, the summary
will represent a reasonable estimate based on the best information available to us. The
following is an example of the product line revenue summary that we will plan to include
in the segment disclosure footnote of our future filings.

     (In Millions)
     2005
     2004

     Net sales:

        Systems
     $       489
        .3
     $       463
        .8

        Freestanding and Storage
     240
        .7
     212
        .5

        Seating
     348
        .7
     305
        .3

        International (1)
     272
        .9
     214
        .5

        Other (2)
     164
        .0
     142
        .2

     Total
     $   1,515
        .6
     $   1,338
        .3

     (1)
          The company has determined that the disclosure of international product line
          information is not practicable.
(2)
          Other primarily consists of miscellaneous or otherwise uncategorized product
          sales and service sales.

In terms of our geographic
disclosure, using the quantitative guidance in paragraphs 18 and 38 of SFAS 131, we have
determined that none of the individual foreign countries in which we operate are
considered material (i.e. greater than the 10% threshold in paragraph 18) for separate
disclosure based on their respective net sales and long-lived assets. In addition, we do
not believe that any further individual country disclosure would be useful to the readers
of the financial statements based on qualitative considerations. We will revise our
segment disclosure footnote in future filings to include the following:

“Individual foreign country
information is not provided as none of the individual foreign countries in which we
operate are considered material for separate disclosure based on quantitative and
qualitative considerations.”

Exhibits

               8.

               Your certifications do not conform to the current certification requirements.
               Please amend your Form  10-K to include certifications in the exact form
               specified by Item 601 of Regulation S-X. Please also  refer SEC Release
               No. 33-8238. Please refile your Form 10-K in its entirety, including updated
                certifications. Please also ensure that the signature page of the Form
               10-K/A has currently dated  signatures.

8. Company Response:
The revised and updated
certifications are presented as Attachments A(1) and A(2) as part of Exhibit 31. Following
your confirmation that the Staff has no further questions concerning our responses, we
will amend our fiscal 2005 Report on Form 10-K/A to include these revised certifications
with currently dated signatures.

Form 10-Q for the Fiscal
Quarter Ended December 3, 2005
Comments applicable to
your overall filing

9.
Please
address the comments above in your interim filings on Form 10-Q as           appropriate.

9. Company Response:
We will modify our future interim
filings appropriately based upon the above comments and our related responses.

Balance Sheets, page 3

               10.

               Please disclose the number of shares outstanding for each period presented.
               Refer to paragraph 10 of  APB 12.

10. Company Response:
The
table below presents the number
of shares outstanding at the end of each balance sheet period presented in our Form 10-Q for the
quarter ended December 3, 2005. We will ensure that this information is provided in future
Form 10-Q filings as a parenthetical disclosure on the face of the balance sheets.

     Balance Sheet Period
     Common Shares
Issued and
Outstanding

     December 3, 2005

     68,561