SecProbe.io

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<TYPE>LETTER
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      November 4, 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.
      Amendment No. 1 to Registration Statement on Form S-1
      Filed October 19, 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. We reissue prior comment 1. Please note that we will need to
review
this information prior to the distribution of the preliminary
prospectuses. Also note that since the price range triggers a
number
of disclosure matters, we will need sufficient time to process
your
amendments once a price range is included.  Please understand that
the
effect of the price range on disclosure throughout the document
may
cause us to raise issues on areas not previously commented on.

2. We reissue prior comment 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. We reissue prior comment 4. Please update all information in
the
prospectus to the most recent practicable date. Also include your
third quarter financial information when available.

4. We note your response to prior comment 5. Please do not use
smaller
type in the table on page 82.

Inside Front Cover Page

5. We reissue prior comment 8. Please provide a copy of any inside
cover graphics.

Summary, page 1

6. We note your response to prior comment 9. However, disclosure
on
pages 1-3 of the summary repeats information contained on pages
57-60
of the Business section of the prospectus. The summary should not
include a lengthy description of the company`s business. This
detailed
information is better suited for the body of the prospectus.
Please
revise.

7. We note your response to prior comment 10. As previously
requested,
please provide a more balanced business description. For example,
where you discuss your net sales, net income and EBITDA for the
past
12 months, also disclose this information over the past three
years.
In addition, please remove the sections on Industry Overview, Key
Competitive Strengths, and Our Business Strategy. However, if you
wish
to keep the Business Strategy section, we would not object if you
also
balance by briefly discussing all the risks of implementing your
strategy, which also includes the risks relating to your debt and
negative net worth. For example, clarify how you expect to reduce
your
financial leverage by using a portion of the net proceeds from the
offering and cash flow from operations in light of the resales by
the
selling shareholders and your expected dividend issuances.

8. We note your response to prior comment 11. Please include in
Annex
A the statements about your competitive position within your
industry
in the prospectus that relate to each named source. We may have
further comments after reviewing your response.

Recent Developments, page 4

9. Please describe the change of control agreements, the aggregate
amount of severance payable, and disclose whether this offering
will
constitute a change of control.
Summary Historical Consolidated Financial Data, page 8, and
Selected
Historical Consolidated Financial Data, page 32

10. We note your response to prior comment 13.  However, it is not
clear to us how the additional disclosure that you provided
adequately
addresses the limitations of eliminating interest expense and
taxes
from a measure used to evaluate operating results.  It appears to
us
that your additional disclosure focuses on cash flows and
liquidity.
It appears to us that it may be more appropriate for you to
disclose
that because you are highly leveraged and operate in jurisdictions
that require you to pay taxes, interest expense and taxes are
necessary expenses for you to operate and any measure that
excludes
them has material limitations.

Risk Factors, page 12

11. We note your response to prior comment 14. For the risk factor
captioned "We will need to comply with the reporting obligations
...,"
please change the heading to reflect the real risk, which is that
the
company has deficiencies in its internal controls and may not be
able
to comply with Section 404 of the Sarbanes-Oxley Act.

12. We reissue prior comment 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. See the risk factors
captioned:

* "We are subject to extensive environmental laws ...,"
* "Beazer East and Beazer Limited may not continue ...,"
* " Adverse weather conditions ...,"
* "Our strategy to selectively pursue complementary ...,"
* "Litigation against us could be costly ...,"
* "We have a substantial amount of indebtedness ...," and
* "We will need to comply with the reporting obligations of the
Exchange Act"

13. We note your response to prior comment 17. Some of the risk
factors still 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.
See, for example, the risk factors captioned: "Litigation against
us
could be costly ..." and "We will need to comply with the
reporting
obligations of the Exchange Act ..."

14. We note your response to prior comment 18. However, we note
that
some of the risk factors still do not provide the information
investors need to assess the magnitude of the risk. For example:
quantify potential dilution as a result of the offering; quantify
your
potential exposure relating to environmental laws and regulations;
and
clarify the effect on your operations and investors if you default
on
your debt and are unable to refinance.

Our joint venture agreement for operations in China ..., page 16

15. Please clarify why the joint venture may require additional
investment or credit support and quantify any material commitments
or
obligations to this joint venture other than the cross-guarantee.
Also, file the joint venture agreement with Tangshan Iron & Steel
Co.
as an exhibit or tell us where it is filed.

Litigation against us could be costly ..., page 17

16. We note the disclosure that was added in response to our prior
comment number 18; however, you do not give any indication of the
magnitude of the product liability claims. Please disclose the
number
of plaintiffs. Also disclose how many claimants do not assert any
specific amount of damages and disclose the range of damages
asserted
by all other claimants. For example, "X claims assert damages of
$; X
claims assert between $ and $ in compensatory and between $ and $
in
punitive damages; X claims seek compensatory damages of less than
$,"
etc. Please also provide this information in the Business section
under Legal Proceedings.

We may incur significant charges ..., page 21

17. We note your discussion in the Business section relating to
closures of under performing assets and that you have identified
several opportunities available over the next two to three years
to
further enhance your productivity and profitability. Please
provide
this disclosure here if you expect to incur significant charges
for
these additional opportunities.

You may not receive dividends ..., page 22

18. Clarify in the heading and the risk factor that you may not be
able to pay dividends because the company has negative net worth.

Forward-Looking Statements, page 26

19. We reissue prior comment 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 delete the reference to the Private Securities
Litigation Reform Act of 1995.

Dividend Policy, page 29

20. Please disclose all the omitted information in this section.
Please note that we may have additional substantive comments once
you
have completed the missing information.

21. If you disclose a proposed dividend rate on your common stock,
we
believe you should provide investors with adequate information to
assess your ability to pay such dividends in the future by
disclosing
the estimated amount of cash available for dividend payments on a
forward-looking basis for the period that coincides with the
timing of
the expected dividend payments.  We would expect such estimates to
take into account significant expected cash inflows and outflows
from
operating, investing and financing activities, including capital
expenditures and working capital requirements, during the future
period.  We would also expect you to discuss the uncertainties in
your
business and to disclose the assumptions you used in estimating
future
cash flows.  In addition, please provide disclosures that address
the
extent that expected future dividends may be limited by compliance
with restrictive debt covenants or other reasons (such as, state
laws).  Also, clarify that cash available for dividends will be
further reduced in future years when cash interest payments and
principal repayments of debt facilities are required, unless they
can
be refinanced.  The discretionary ability of the Board to reduce
or
eliminate dividends should be emphasized throughout the filing
whenever expected dividends are discussed. Alternately, if you do
not
present estimates of cash available for dividend payments, delete
all
references to an expected amount of dividends to be paid from the
registration statement and any selling materials.

22. In the first paragraph and in the Summary section, you state
that
the board believes stockholders would be better served if the
company
distributes as dividends a portion of the cash generated by your
business in excess of your expected cash needs rather than
retaining
it or using the cash for other purposes. However, in MD&A, you
disclose that Koppers intends to amend the credit facility to
provide
additional liquidity in connection with the dividend policy. You
also
disclose that you primarily used borrowings to fund dividends.
Please
discuss the board`s policy with respect to using borrowings to pay
dividends.

23. We note your response to prior comment 25. However, please
describe in detail the restrictions in your indentures and their
potential impact on your ability to pay dividends at the rates
identified.

24. We note your response to prior comment 26. However, please
explain
in detail and quantify, if applicable, how your board determined
based
on a valuation other than book value that the dividends may be
paid
notwithstanding your negative net worth.

25. We reissue prior comment 27. 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.

26. We reissue prior comment 28. Clearly address the potential
necessity of using borrowings to fund dividends.  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 31

27. We note your response to prior comment 29. We also note your
disclosure on page 78 that prior to the completion of this
offering,
your board and shareholders will adopt the 2005 Long-Term
Incentive
Plan.  Therefore, disclose in this section the shares available
for
future grant or issuance under your plans.

28. We note your response to prior comment 30. Please revise the
last
sentence in this section accordingly.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 36

Trend Overview, page 36

29. We note your response to prior comment 31. Please discuss
whether
the global restructuring in the electrode and aluminum markets and
the
reduction in utility pole demands are continuing negative trends
in
your industry. Also discuss any known trends relating to the cost
of
raw materials. For example, discuss the rising costs of lumber and
coal tar and your ability to pass through those costs to customers
based on your long term contracts. Also discuss the impact of
exchange
rates on your net sales.

Results of Operations, page 37

30. We note your response to prior comment 32. Please also expand
your
discussion under Gross Margin for all periods.

Stock Purchases by Directors/Restricted Stock Grants to Senior
Management, page 46

31. We note your response to prior comment 38. However, please
identify the persons to whom the securities were issued.

Our Business Strategy, page 60

32. We note your response to prior comment 40. Please disclose any
material restructuring plans.  If you expect goodwill to be
impaired
as a result of any of these plans, please disclose.

Carbon Materials & Chemicals, page 61, and Railroad & Utility
Products, page 65

33. We note your response to prior comment 41. However, please
describe your practices relating to warranties.  We note your
disclosure in the financial statement footnotes that the company
accrues for product warranty reserves based on historical loss
experience and sales of extended warranties on certain products

Employees and Employee Relations, page 67

34. We note your response to prior comment 43. Please update your
disclosure regarding the status of the labor contracts that expire
in
2005 and the number of employees affected at each site.

Legal Proceedings, page 69

35. We reissue prior comment 44. For each proceeding, disclose the
name of the court or agency in which the proceedings are pending,
the
date instituted, the principal parties, and quantify the damages
sought. See Item 103 of Regulation S-K.

Management, page 71

36. We note your response to prior comment 46; however, the
stockholders` agreement contains provisions regarding board
members to
be nominated to the board and appointment of officers. You also
disclose on page 85 that Saratoga is entitled to nominate a
majority
of the board. Please advise or describe any arrangement or
understanding between any executive officer or director and any
other
person(s) pursuant to which he was or is to be selected as an
officer
or director.

Executive Compensation, page 75

37. We note your Form 8-K filed October 25th. Describe the change
of
control agreements, quantify the amount of severance upon a change
of
control, and include the agreements in the exhibit index.

Principal a