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KOPPERS
HOLDINGS INC.
436
Seventh Avenue
Pittsburgh,
Pennsylvania 15219
January
27, 2006
Via
Facsimile and EDGAR Filing
Mr.
Chris
Edwards
Division
of Corporation Finance
Securities
and Exchange Commission
100
F
Street, N.E.
Washington
DC 20549-7010
Attention:
Chris Edwards
Re: Koppers
Holdings Inc.
Registration Statement on Form S-1 (File
No. 333-128250)
Ladies
and Gentlemen:
Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange
Commission (the “Commission”)
under
the Securities Act of 1933, as amended (the “Securities
Act”),
the
undersigned (the “Company”)
hereby
request that the effective date of the above-referenced Registration Statement
be accelerated so that the Registration Statement, as then amended, will
become
effective under the Securities Act by 12:00 p.m. (Eastern Standard Time)
on
Tuesday, January 31, 2006, or as soon thereafter as practicable.
The
Company hereby acknowledges 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 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.
|
Very
truly yours,
KOPPERS
HOLDINGS INC.
By:
s/
Steven R. Lacy
Name:
Steven R. Lacy
Title:
Senior Vice President, Administration,
cc:
Pamela
A.
Long
Anne McConnell
Dale Welcome
Securities
and Exchange Commission
William J. Whelan, III
Jamal Haughton
Cravath, Swaine & Moore LLP
Richard E. Farley
Michael Ohler
Cahill Gordon & Reindel LLP