January 12, 2006


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

	Re:	Koppers Holdings Inc.
      Amendment No. 3 to Registration Statement on Form S-1
      Filed January 9, 2006
      File No. 333-128250

Dear Mr. Lacy:

      We have reviewed your amended filing and have the following
comments.

General

1. Please file the remaining exhibits, including the underwriting
agreement, with your next amendment.  You should also provide us
with
confirmation from NASD that there are no objections to the
underwriting compensation.

Gatefolds

2. Please identify more clearly how your products are used in the
"end market" products depicted in the gatefold.

Summary Historical Consolidated Financial Data, page 8 and
Selected
Historical Consolidated Financial Data, page 31

3. Please present net income (loss) attributable to common
stockholders and cash dividends declared per preferred share for
each
period presented.

Dilution, page 30

4. Please explain to us how you determined net tangible book value
before and after the offering.  Please be advised that it appears
to
us that net tangible book value before the offering should be
adjusted for dividends subsequent to September 30, 2005 and net
tangible book value after the offering should be adjusted for all
of
the items identified in note (5) on page 27.

5. Please explain to us how you determined the number of shares
purchased by existing shareholders.  Based on the number of shares
of
common stock that will be outstanding after the offering, it
appears
to us that this number should be revised.  In addition, please
explain to us how you determined the amount of total consideration
paid by existing shareholders, including how you considered
dividends.

Consolidated Financial Statements, page F-1

Earnings Per Share

6.	Based on your earnings per share calculations, we assume that
the convertible preferred stock does not participate in
undistributed
earnings (losses).  Please confirm and disclose under senior
convertible preferred stock on page F-39 or demonstrate how your
calculations comply with EITF 3-6.  In addition, it appears to us
that the current disclosures related to the dividend rate and
conversion term of the preferred stock on page F-39 should be
revised.

7.	Based upon the information provided, we are unable to
recalculate basic and diluted earnings per share for the year
ended
December 31, 2004.  Please advise or revise as appropriate.

Stock-Based Compensation, page F-32

8.	Please revise your table to include pro forma basic and
diluted
earnings per share as required by paragraph 2e of SFAS 148,
Accounting for Stock-Basis Compensation - Transition and
Disclosure.
In addition, please revise the notes to your interim financial
statements to include the disclosures required by paragraph 3j of
SFAS 148.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Dale Welcome at (202) 551-3865 or in his
absence, Anne McConnell at (202) 551-3709 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Brigitte Lippmann at (202) 551-3713 or in her
absence,
Chris Edwards at (202) 551-3742 or me at (202) 551-3760 with any
other questions.

Sincerely,



Pamela A. Long
Assistant Director

cc:	Richard Farley, Esq.
	Cahill Gordon & Reindel LLP
	80 Pine Street
	New York, NY 10005
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Steven R. Lacy, Esq.
Koppers Holdings Inc.
January 12, 2006
Page 1



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

         DIVISION OF
CORPORATION FINANCE