INTEGRA LIFESCIENCES HOLDINGS CORPORATION
311 Enterprise Drive
Plainsboro, NJ 08536
VIA EDGAR TRANSMISSION
October 14, 2005
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0404
Re: Integra LifeSciences Holdings Corporation
Post Effective Amendment No. 2 to Registration Statement on Form S-3
(FILE NO. 333-106625)
Dear Sir or Madam:
Pursuant to Rule 477 of the Securities Act of 1933, as amended, Integra
LifeSciences Holdings Corporation, a Delaware corporation (the "Registrant"),
hereby respectfully applies to the Securities and Exchange Commission (the
"Commission") to withdraw the Registrant's Post Effective Amendment No. 2 to
Registration Statement on Form S-3, together with all exhibits, filed on August
3, 2004 (the "Post Effective Amendment") (File No. 333-106625), with such
application for withdrawal to be approved effective as of the date hereof or at
the earliest practicable date hereafter. The Commission has not declared the
Post Effective Amendment effective.
The Registrant is withdrawing the Post Effective Amendment pursuant to
discussions with Mr. Greg Belliston of the Commission. The Registrant confirms
that to its knowledge, no securities have been sold pursuant to the Post
Effective Amendment.
If you have any questions or would like to discuss the Post Effective
Amendment or any of the matters covered by this letter, please contact Michael
D. Levin of Latham & Watkins LLP, counsel to the Registrant, at (312) 876-7727.
Very truly yours,
Integra LifeSciences Holdings Corporation
By: /s/ JOHN B. HENNEMAN, III
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John B. Henneman, III
Executive Vice President
Chief Administrative Officer and Secretary