SecProbe.io

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<TYPE>LETTER
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      October 11, 2005

Steven R. Lacy, Esq.
Sr. VP, Administration, General Counsel and Secretary
KI Holdings Inc.
436 Seventh Avenue
Pittsburgh, PA 15219

	Re:	KI Holdings Inc.
      Registration Statement on Form S-1
      Filed September 12, 2005
      File No. 333-128250

Dear Mr. Lacy:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.

      Please understand that the purpose of our review 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 any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

General

1. Please include all information that is not subject to Rule 430A
in
the next amendment, including a bona fide estimate of the range of
the
maximum offering price for the shares and the maximum number of
shares
offered. This information must be included on the prospectus cover
page, as well as in the body of the prospectus. See instruction
1(A)
to Item 501(b)(3) of Regulation S-K. We will need adequate time to
review this information once it is provided.

2. All exhibits are subject to our review. Accordingly, please
file or
submit all of your exhibits with your next amendment, or as soon
as
possible. Please note that we may have comments on the legal
opinion
and other exhibits once they are filed. Understand that we will
need
adequate time to review these materials before accelerating
effectiveness.

3. Prior to the effectiveness of the registration statement,
please
arrange to have the NASD call us or provide us with a letter
indicating that the NASD has cleared the filing.

4. Please update all information in the prospectus to the most
recent
practicable date.

5. Please do not use smaller type in tables, as you do on pages 7
and
31, for example.

6. To the extent applicable, our comments also apply to future
filings
of Koppers, Inc.

Cover Page

7. Please identify the nature of the underwriting arrangements.
See
Item 501(b)(8) of Regulation S-K.

Inside Front Cover Page

8. Please provide a copy of any inside cover graphics.

Summary, page 1

9. Disclosure on pages 1-4 of the summary repeats information
contained on pages 54-57 of the Business section of the
prospectus.
Please shorten the prospectus summary. See instruction to Item
503(a)
of Regulation S-K.

10. Please revise to include a balanced description of your
business.
For example, you discuss your net sales and EBITDA for the past 12
months, but do not disclose your results of operations over the
past
three years.  In addition, please remove the section on your Key
Competitive Strengths or also describe your weaknesses. Finally,
if
you want to highlight key aspects of your business strategy,
please do
so in a short bullet-point list and balance by briefly discussing
the
risks of implementing your strategy.

11. Disclose the basis for all of your assertions about your
competitive position within your industry. If you funded or were
otherwise affiliated with any of the studies or reports you cite,
please disclose this. Note that if any of this information was
prepared by a third party for inclusion in this registration
statement, you should file the consent of such party as an
exhibit.
Otherwise, please confirm that these sources are widely available
to
the public. If you do not have appropriate independent support for
a
statement, please revise the language to make clear that this is
your
belief based on your experience in the industry, if true. This
comment
is also applicable to any unsupported claims in the Business
section
of the filing. We may have additional comments after we review
your
response.

The Offering, page 6

12. Please revise to more accurately describe your intent and the
board of directors` intent with regard to the dividend policy.
Describe the risks and potential effect of this policy, including
your
leverage and ability to fund operations and growth. Also describe
the
dividend restrictions in your debt agreements and under state law.

Summary Historical Consolidated Financial Data, page 7, and
Selected
Historical Consolidated Financial Data, page 31

13. In regard to the non-GAAP measure that you present, please be
advised that:
* When you present this measure, you should also disclose the most
directly comparable GAAP measure with equal or greater prominence
and
provide a cross-reference to the required reconciliation. Please
revise your disclosures on pages 1 and 54.
* You should revise your disclosures on pages 9 and 33 to address
the
additional limitations of excluding interest expense and income
taxes
from a measure used to evaluate operating results.

Risk Factors, page 11

14. Some of your risk factor headings do not specify the resulting
risk.  Please revise them to specify clearly the risk.

15. Please avoid language in risk factors like "adversely
affected" or
"material adverse effect."  Instead, please state what the
specific
impact will be on your financial condition or results of
operations.

16. Some of your risk factors use language like "there can be no
assurance" or "we cannot assure you."  Please delete this
language;
the real risk is not your inability to offer assurance, but the
condition described.

17. The many of the risk factors contain legalese and the actual
risk
you are trying to convey does not stand out from the extensive
detail
you provide. Please revise in more concrete terms, get to the risk
as
quickly as possible and provide only enough detail to place the
risk
in context. We may have additional comments after we review your
response.

18. Provide the information investors need to assess the magnitude
of
the risk. For example: quantify potential dilution as a result of
the
offering; explain why you have substantial negative net worth;
quantify your potential exposure relating to environmental laws
and
regulations; describe how adverse weather has impacted your
operations; clarify the effect on your operations and investors if
you
default on your debt and are unable to refinance; and describe
your
internal control deficiencies.

19. Item 503(c) of Regulation S-K states that issuers should not
"present risk factors that could apply to any issuer or to any
offering." For example, the risks you disclose relating to senior
management, terrorist attacks and being a public company could
apply
to nearly any issuer in your industry and even in other
industries. If
you elect to retain these and other general risk factors in your
prospectus, you must clearly explain how they apply to your
industry,
company, or offering.

This offering may cause us to undergo an "ownership change"...,
page
18

20. Please disclose why you cannot determine whether the offering
will
cause an ownership change and when you will be able to make this
determination.

Our management and auditors have identified certain deficiencies
...,
page 25

21. Please identify the control deficiencies, address how the
weaknesses were overcome, and specifically address what remedial
actions you are undertaking and when you expect them to be
completed.

Forward-Looking Statements, page 26

22. Section 27A(b)(2)(D) of the Securities Act and Section
21E(b)(2)(D) of the Exchange Act expressly state that the safe
harbor
for forward-looking statements does not apply to statements made
in
connection with an initial public offering. Please revise
accordingly.

Industry and Market Data, page 26

23. Please revise the last two sentences of this section to
eliminate
the implication that you are not responsible for the accuracy of
the
information you elect to include in your prospectus.

Dividend Policy, page 29

24. Disclose the frequency and amount of any cash dividends for
the
past two years. See Item 201(c) of Regulation S-K. We note that
the
company declared a $35 million dividend on July 28, 2005. Please
disclose whether this dividend was declared pursuant to any
agreement.
Clarify whether you have historically had sufficient earnings to
pay
dividends or whether you used borrowings.

25. Please describe in detail the restrictions in your debt
agreements
and their potential impact on your ability to pay dividends at the
rates identified.

26. Please clarify whether you are able to pay dividends under
Pennsylvania law based on the second test and your negative net
worth.

27. The first sentence of the disclosure should clearly state the
dividend policy, including the judgments made with regard to
paying
out cash instead of retaining it. Also clarify whether the board
contemplates paying out all excess cash. If not, clarify what the
rate
is based on. Fully address the potential long-term implications
for
your business and financial condition arising from paying out
cash. We
may have additional comments after we review your response.

28. Clearly address the potential necessity of using borrowings to
fund dividends, if applicable.  Discuss these assumptions and
considerations in your Management`s Discussion and Analysis of
Financial Condition and Results of Operations as well, to the
extent
that they represent known material trends, demands, commitments
and
uncertainties, or are otherwise material to an understanding of
your
business, results of operations and financial condition.

Dilution, page 30

29. Revise the dilution table to include the shares underlying
options
that officers, directors and affiliates have the right to acquire,
including grants under the 2005 long-term incentive plan. See Item
506
of Regulation S-K.

30. Provide dilution information assuming the underwriters
exercise
the over allotment option.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 35

Trend Overview, page 35

31. Please describe any other known trends or uncertainties that
you
reasonably expect will have a material impact on net revenues or
income from continuing operations. For example, the Other Business
Matters you discuss on page 52 appear relevant in this section.
Also
discuss any known trends relating to the cost of raw materials.
Results of Operations, page 37

32. Please expand your discussion under results of operations for
all
periods to:
* Quantify each factor you cite as impacting your operations. For
example, you disclose the increase in net sales for your carbon
materials & chemicals segment is attributable to pricing
increases,
offset by volume reductions in phthalic anhydride and furnace
coke,
without quantifying the impact attributed to each component.
* Describe unusual or infrequent events, significant economic
changes,
and significant components of revenue and expenses. For example,
your
discussion of the increase in net sales does not explain why there
were higher raw material costs and why there were volume
reductions
for phthalic anhydride and furnace coke.
* Discuss the extent to which material increases in net sales are
attributable to increases in prices, volume or amount of products
being sold, or introduction of new products. For example, part of
your
explanation for the decrease in income from operations for your
railroad & utility products segment was primarily due to a change
in
product mix without further analysis as to whether this was a one-
time
event or may continue in the future and the impact on future
sales. In
addition, we note in your Business section that you discuss new
products; however, your MD&A discussion does not include an
analysis
of how new products impacted your net sales and costs.

Note that this is not meant to represent an all-inclusive list of
where your MD&A should be improved. We encourage you to provide
quantification of amounts and further clarification throughout
your
discussion. See Item 303(a)(3) of Regulation S-K.

Liquidity and Capital Resources, page 40

33. To enhance your disclosure, please revise your filing to
disclose
your compliance and Koppers` compliance with debt covenants as of
the
latest balance sheet date.  In addition, disclose and discuss your
most restrictive debt covenants and your current level of
compliance.

34. To enhance your disclosure, please revise your filing to
disclose
and discuss the most significant restrictions on your ability and
Koppers` ability to declare dividends.

35. Please expand your liquidity discussion to cover the three-
year
period covered by the financial statements and not just fiscal
year
2004, using year-to-year comparisons or any other format to
enhance
the reader`s understanding.  See Instruction 1 to Item 303(a) of
Regulation S-K.

36. To enhance your disclosure, please expand your discussion of
liquidity and capital resources to include:
* known trends or uncertainties regarding your operating cash
flows
and working capital (we note that operating cash flow decreased
since
2002);
* a more detailed discussion related to your sources and uses of
debt
financing, including whether you have or anticipate refinancing
any of
your debt;
* the impact on your liquidity and results of operations from
increasing your debt and whether you expect this trend to
continue;
* prospective information on the costs you expect to incur for
capital
expenditures to expand your business; and
* known contractual commitments, such as the raw material purchase
contracts identified in your contractual obligations table.

37. We note your disclosure that in August 2005, you received a
dividend payment of $13 million from Koppers Inc., which was
borrowed
under the revolving credit facility. Using these proceeds and
available cash, you declared a dividend totaling $35 million.
Please
clarify what you mean by "available cash" and disclose whether the
cash was provided by borrowings.

Stock Purchases by Directors/Restricted Stock Grants to Senior
Management, page 43

38. Please disclose the price paid for the stock issued to the
members
of the board of directors, and the exercise prices for the options
that were granted.  Please also identify the persons to whom the
securities were issued.

Business, pages 54

39. Please describe the general development of KI Holdings and
Koppers, including the 2004 restructuring and the role of Saratoga
Partners and the management investors. See Item 101(a) of
Regulation
S-K.

Our Business Strategy, page 57

40. Please describe in greater detail the initiatives you have
taken
to rationalize your capacity, streamline operations and improve
productivity. Also describe in greater detail your initiative
relating
to the closure of the Montgomery, Alabama facility and any other
restructuring plans.

Carbon Materials & Chemicals, page 58, and Railroad & Utility
Products, page 61

41. Please describe in greater detail the actual services you
offer
and products you produce.  For example, clarify whether you
manufacture the products, contract with third parties or have
entered
into joint ventures or partnerships to manufacture the products.
Also,
describe:
* the methods of distribution of your products;
* your practices relating to working capital items, such as
inventory
or warranties; and
* the importance of patents, trademarks, and licenses to your
business.

Consider providing subheadings for each of your products so that
your
disclosure is easier to understand.

Technology and Licensing, page 63

42. Please disclose when your material intellectual property
rights
will terminate.

Employees and Employee