SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             September 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
Forms 10-Q for the Fiscal Quarters Ended March 31, 2006 and
June 30, 2006
File No. 1-9278

Dear Ms. Lowe:

We have reviewed your letter date d August 31, 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

 Financial Statements

 Note 20 – Segment Information, page 74

1. We have reviewed your response to comm ent two from our letter dated August 3,
2006.  It still remains unclear to us how you determined that each of your businesses do not constitute your operating segments.  Specifically, we note the
following:

• You have reorganized your business into  three operating groups or segments
managed by three Group Presidents.  However, your Diversified Products
segment is comprised of six unrelated businesses including specialty trailer;
wire and cable; refrigerated truck body;  brakes; and food se rvice products.  It

Ms. Carol P. Lowe
September 27, 2006 Page 2
is not clear to us how you determined that these unrelated businesses should
be grouped into one segment.  It is al so not clear how you manage all of these
unrelated businesses together without examining each individual business separately and discreetly.  Paragrap h 13 of SFAS 131 indicates that if the
CODM uses more than one set of segment information, other factors may identify a single set of components as c onstituting an enterprise’s operating
segments, including the nature of the bus iness activities of  each activity, the
existence of segment managers and in formation presented to the board of
directors.  The existence of managers re sponsible for segments is only one of
the criteria for defining operating segm ents.  The nature of the business
activities of each business and the information that you present to your Board of Directors should weigh significantl y on your decision of what constitutes
an operating segment.  In your case, th e nature of the bus iness activity is
integral to identifying a single set of components as your operating segments.
To the extent that your higher level se gment information (ie. three operating
segments) is represented by components that contain essentially dissimilar
activities, while the lower level compone nts (ie. your indivi dual businesses)
contain similar business activities, the lower level may be more representative of your operating segments.  Based on the information you have provided, it appears that your businesses may constitute your operating segments.

• The information that you pres ent to your Board of Direct ors is also integral to
identifying your operating segments.  We  have reviewed the reports that you
provided in response to our previous comments including your monthly Board
of Director Reports, Financial Reports , Group President Reports and Segment
Reports.  We noted that all of your repor ts include information at the business
level.  These reports are revi ewed by your CODM, Board, and Group
Presidents on a monthly basis.  You indi cate that the distribution of the reports
is not indicative of how you manage your operation.  However, you have not
provided any overwhelming evidence to suggest that you are not managed by business.  Based on the financial information provided to your CODM and Board, it would appear that your enterpri se is being managed at the business
level and your businesses app ear to be your reportable op erating segments.

After consideration of the above, it appears that your  businesses constitute your
operating segments.  Therefore, please amend your Form 10-K for year ended December 31, 2005 and any subsequent filings on Form 10-Q accordingly.  Specifically, it appears that each of your businesses in your Diversified
Components segment should be separately presented, except to the extent that
they meet the aggregation criteria and quantitative thresholds in paragraphs 17
through 18 of SFAS 131.  If you believe  that any business qualifies for
aggregation with another business, please tell us  how you reached that conclusion.

Ms. Carol P. Lowe
September 27, 2006 Page 3
We remind you that when you file your  restated Form 10-K for December 31,
2005, and your restated Forms 10-Q for the quarters ended March 31, 2006 and
June 30, 2006, you should appropriately address the following:
• an explanatory paragraph in the audit opinion.
• full compliance with SFAS 154, paragraphs 25 and 26.
• fully update all affected portions of the document, including MD&A.
• Item 9A. disclosures that include the following:
• a discussion of the restatement and the facts and circumstances
surrounding it,
• how the restatement impacted the CEO and CFO’s conclusions regarding
the       effectiveness of their disclosu re controls and procedures,
• changes to internal controls  over financial reporting, and
• anticipated changes to disclosure cont rols and procedures and/or internal
controls
 over financial reporting to prevent future misstatements of a similar
nature.  Refer to Items 307 and 308(c) of Regulation S-K.
• updated reports from management and your independent auditors regarding
your internal controls over financial reporting.
• updated certifications.
Please be advised that you are required to disclose th e information listed under
Item 4.02(a) of Form 8-K within four da ys of your conclusion that previously
issued financial statements cannot be relied upon.

*    *    *    *

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.

Ms. Carol P. Lowe
September 27, 2006 Page 4
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