[INTEGRA LIFESCIENCES HOLDINGS CORPORATION LETTERHEAD]
March 18, 2008
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
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| Re: |
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Integra LifeSciences Holdings Corporation
Withdrawal/Deregistration of Form S-3 Shelf Registration Statement
filed on June 30, 2003
(File No. 333-106625) |
Ladies and Gentlemen:
Integra LifeSciences Holdings Corporation (the “Registrant”) hereby requests that the Registrant’s
Shelf Registration Statement on Form S-3 (File No. 333-106625) (the “Shelf Registration
Statement”), as filed with the Securities and Exchange Commission on June 30, 2003, together with
all exhibits, amendments and supplements thereto, be withdrawn and deregistered in its entirety.
This request is made based upon the following grounds:
Pursuant to the terms of the Registration Rights Agreement, dated as of March 31, 2003, among the
Registrant, Credit Suisse First Boston LLC, Banc of America Securities LLC and U.S. Bancorp Piper
Jaffray Inc. (the “Registration Rights Agreement”), entered into in connection with the sale of the
Registrant’s 2 1/2% Contingent Convertible Subordinated Notes due 2008 (the “Notes”) and the shares
of the Registrant’s common stock issuable upon conversion thereof, the Registrant agreed, in
relevant part, to use its reasonable efforts to keep the Shelf Registration Statement continuously
effective for a period of two years or such shorter period that will terminate when all the
securities covered by the Shelf Registration Statement are no longer restricted securities. Since
such securities are no longer restricted securities, the Registrant no longer has an obligation
under the Registration Rights Agreement to maintain the Shelf Registration Statement’s
effectiveness.
Please call Karen Mroz-Bremner at (609) 936-6929 should you have any questions, comments or concerns
with this filing.