SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             June 27, 2006

Ms. Carol P. Lowe
Vice President and Chief Financial Officer
Carlisle Companies Incorporated
13925 Ballantyne Corporate Place, Suite 400
Charlotte, North Carolina 28277

 RE: Form 10-K for Fiscal Ye ar Ended December 31, 2005
File No. 1-9278

Dear Ms. Lowe:

We have reviewed your letter dated June 16, 2006 and have the following
comments.  Where indicated, we think you should revise your disclosures in response to
these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requir ements and to enhance the
overall disclosure in your filing.  We look forw ard to working with you in these respects.
We welcome any questions you may have about our comments or on a ny other aspect of
our review.  Feel free to call us at the phone numbers listed below.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2005

General

1. Where a comment below requests additional disclosures or other revisions, please show us in your response what the revi sions will look like.  These revisions
should be included in your future filings, including your interim filings, where appropriate.

Ms. Carol P.  Lowe
June 27, 2006
Page 2

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

2005 Compared to 2004

Consolidated Results of Continuing Operations, page 20

2. We have read your response to comment two from our letter dated May 18, 2006.
We note that your discussion of gross marg in is intended to provide the reader
with a macro overview of significant tre nds. However, you should provide a more
detailed analysis of the business reasons  for the changes between periods in your
total gross profit.  Please attempt to quantify or at least discuss the business reasons for the changes discussed.  You i ndicate that management utilizes various
measures and metrics to support significan t trends.  These various measures and
metrics might also provide the reader  with a better understanding of your
significant trends through the eyes of  management.  For example, you may
attempt to discuss the increase in selli ng prices by indica ting how much your
selling prices have increased year over year or by showing your average selling price from the prior year as compared to the current year, if practical.  Please
revise your MD&A accordingly.  Please s how us what your revised MD&A for
2005 compared to 2004 will look like.  See Item 303(a)(3) of Regulation S-K and
Financial Reporting Codification 501.04.

Financial Statements

Note 20 – Segment Information, page 74

3. We have read your response to comment  six from our letter dated May 18, 2006.
You indicate that your management stru cture is comprised of three Group
Presidents who report directly to the CE O and President, who is also the chief
operating decision maker for Carlisle.  Y ou also indicate that the Group President
is responsible for reviewing monthly ope rating results and has the authority to
approve capital expenditures, operating budge ts, forecasts and operating plans for
the businesses included in the managed group.  Your Group Presidents also present operating results, forecasts and st rategic plans to the Carlisle Board of
Directors.  It remains unclear how you de termined that the President and CEO is
your sole chief operating decision maker, ra ther than being part of a group that
performs this function, which includes your Group Presidents as well.  Please
explain why your Group Presidents should not be considered part of a group that
constitutes the chief operating decision ma ker function.  Refer to paragraphs 12
and 14 of SFAS 131.

4. You indicate that your CEO is your chief operating decision maker.  You also indicate that your CEO discusses the performance of the operating group with
each Group President.  Please provide us w ith the financial information that is
reviewed by your CEO as well as any ot her financial information that the Group

Ms. Carol P.  Lowe
June 27, 2006
Page 3

Presidents review.  Please also provi de us with any financial information
reviewed by your board of directors as well.

*    *    *    *

Please respond to these comments within  10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review .  Please file your response on EDGAR as a correspondence
file.  Please understand that we may have additional comments after reviewing your
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 in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in their filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Ernest Greene, Staff A ccountant, at (202) 551-3733, or in his
absence, the undersigned, at (202) 551-3769, if  you have questions regarding comments
on the financial statements and related matters.

  Sincerely,

        R u f u s  D e c k e r
       Accounting Branch Chief