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June 16, 2006

Mr. Rufus Decker

Accounting Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E., Stop 7010

Washington, D.C. 20549

  Re:

  Carlisle Companies Incorporated

  Form 10-K for Fiscal Year Ended
  December 31, 2005

  Form 10-Q for Fiscal Quarter Ended
  March 31, 2006

  File No. 1-9278

Dear Mr. Decker:

This
letter is submitted by Carlisle Companies Incorporated (“Carlisle” or the “Company”)
in response to comments of the staff of the Division of Corporate Finance of
the Securities and Exchange Commission as set forth in your letter dated May 18,
2006 relating to the Company’s (i) Form 10-K for the fiscal
year-ended December 31, 2005, filed March 13, 2006 (the “2005 Form 10-K”),
and (ii) Form 10-Q for the fiscal period ended March 31,
2006, filed May 5, 2006.

For your
convenience, the text of your letter has been reproduced below in bold type
with the response to each numbered comment set forth immediately below the
comment.

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
revisions will look like. These revisions should be included in your future
filings, including your interim filings, where appropriate.

We believe the
following responses appropriately address the staff’s comments and Carlisle
will reflect these revisions in all future filings, as appropriate

Management’s Discussion and
Analysis of Financial Condition and Results of Operations

2005 Compared to 2004

Consolidated Results of
Continuing Operations, page 20

2.              You indicate that
your gross margin was impacted by increased selling prices offset by higher raw
material costs, lower production resulting in increased unabsorbed overhead,
certain production inefficiencies and increased freight and utility costs. Please
discuss these business reasons for the changes between periods in your total
gross profit in greater detail. Where there is more than one business reason
for any change discussed in MD&A, please attempt to quantify the
incremental impact of each individual business reason discussed. Please show 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.

The Company is comprised of
numerous separate and disparate businesses. These businesses operate in
different markets and react uniquely to the
economic conditions affecting these markets. Company  management uses different and varied
operational metrics to measure business performance and identify significant
economic trends and changes. The use of these varied metrics results in the
aggregation of data developed under diverse analysis.

The Consolidated Results of
Continuing Operations presented in Management’s Discussion and Analysis (“MD&A”)
in the 2005 Form 10-K is intended as an overview of the Company’s
consolidated  operating results for the
fiscal year ended December 31, 2005 compared to 2004. The discussion of
gross margin therein is intended to provide the reader with a macro economic
overview of significant trends affecting the Company’s businesses in the
aggregate. As noted above, management utilizes various measures and metrics,
whose formulation differs by each unique business unit, to support significant
trend disclosure that, in management’s judgment, affect the Company’s
consolidated results of continuing operations.

We note that a discussion of
business reasons for the changes between the periods  in operating results is contained within the
Operating Segments section of the MD&A. In future filings, Carlisle will
include a cross- reference in the Consolidated Results of Continuing Operations
disclosure to the Operating Segments section of the MD&A. The Operating
Segments discussion quantifies all events, transactions, business reasons and
economic changes that are considered material and meaningful by Carlisle
management. We believe that the information contained in the Company’s MD&A
allows a reader to understand the contributing factors and all material items
affecting the operating results and complies with the requirements outlined in
Item 303(a)(3) of Regulation S-K and the Financial Reporting Codification
501.04. In future filings, if several factors have combined to affect an income
statement line item similar to the gross margin disclosure in the 2005 Form 10-K,
the Company will reference only the item or items of the greatest magnitude. Carlisle
will also comment on its expectations for the continuance of the trends that
resulted in the year-over-year variances on a consolidated basis.

 2

3.              You indicate that
the majority of the increase in selling and administrative expenses was
attributable to variable expenses associated with increased sales. Please
disclose whether or not you expect this trend to continue. Please also disclose
and discuss in greater detail the types of selling and administrative expenses
that are variable and increase proportional to sales.

The increase in selling and administrative
expenses from 2004 to 2005 was largely attributable to increases in the sales
commission expense, which is closely tied to the increase in sales. Such sales
commission expense is based on sales volume, and typically increases or
decreases with the level of sales. In future filings, we will specify that
variable expenses refer primarily to sales commission expenses. In addition, we
will disclose as a continuing trend for periods in which sales are increasing
that the majority of the increase in selling and administrative expenses is
attributable to sales commission expenses.

Financial Statements

Note 1- Summary of
Significant Accounting Policies

Inventories, page 48

4.              You should use one
inventory method for similar types of inventories. A mixture of methods should
only be used for different types of inventories, particularly when there are
valid business reasons for doing so. Please disclose which types of inventory
you use each method for. Please disclose whether you use both methods for any
similar types of inventory. If so, please also disclose your basis for doing
this. In a portion of these instances, this may be due to the LIFO method being
used for similar types of inventory in countries that permit the LIFO method
and the FIFO method may be used in countries that do not permit the use of the
LIFO method. If this is the case for some of your inventory, please also
disclose the foreign countries with similar inventory categories that you use
the FIFO method in.

Carlisle is a diversified manufacturing
entity comprised of multiple domestic and foreign companies that operate as
distinct businesses manufacturing different products. Within the United States,
inventory is accounted for under either the FIFO or LIFO inventory method.
Similar types of inventory are accounted for using the same inventory valuation
method within each unique operating business. The following schedule lists the
inventory method used by each operating business within the United States:

  Segment

  Inventory

  Method

  Operating Business

  Construction Materials

  LIFO

  Roof Membrane Manufacturing

  FIFO

  Roof Insulation Manufacturing

  Roof Waterproofing Material Manufacturing

 3

  Segment

  Inventory

  Method

  Operating Business

  Industrial Products

  LIFO

  Pneumatic Tire Manufacturing

  FIFO

  Transmission Belt Manufacturing

  Auto Wheel Manufacturing

  Semi-pneumatic Tire Manufacturing

  Tire Distribution (Includes tires purchased for resale)

  Diversified Components

  LIFO

  Brake Systems & Components Manufacturing

  Food Service — Commercial and Institutional Products

  Food Service - Textiles

  Specialty Trailer Manufacturing

  High Performance Cable Manufacturing

  FIFO

  RF/Microwave Connector Manufacturing

  High Performance Cable Assemblies Manufacturing

  Food Service- Sanitary Product Manufacturing

  Food Service — Home Products

  Refrigerated Truck Body Manufacturing

  Molded Thermoset Parts Manufacturing

Foreign subsidiaries generally
utilize the inventory method used by similar Carlisle businesses within the
United States except in the case where the foreign subsidiary’s respective
country does not allow the LIFO inventory method used within the United States.
For example, the Brake Systems & Components Manufacturing business
uses the LIFO method within the United States while its Canadian subsidiaries
use the FIFO method because Canada does not allow the LIFO method. When the
foreign subsidiary qualifies as a unique business without a corresponding
business within the United States, the FIFO inventory method is generally used.
At December 31, 2005, over 99% of the inventory at foreign subsidiaries is
accounted for under the FIFO inventory method.

Inventory for the foreign
subsidiaries at December 31, 2005 equaled less than 10% of the total
Carlisle inventory and less than 5 % of total Carlisle inventory when excluding
Canadian inventory required to be reported on the FIFO method. At December 31,
2005, inventory for foreign operations (including Canadian inventory) equaled
less than 3% of total Carlisle assets and inventory for foreign operations
(excluding Canadian inventory) equaled less than 2% of total Carlisle assets.

We propose the following or
similar disclosure in our Form 10-Q filing for the quarter ending June 30,
2006:

 4

Carlisle is a diversified manufacturing entity comprised
of multiple domestic and foreign companies that operate as distinct businesses
manufacturing different products. Within the United States, similar types of
inventory are accounted for using the same inventory valuation method within
each unique operating business. A different inventory valuation method may be
used at certain foreign subsidiaries where the respective country does not
allow the inventory valuation method used within the United States.

We propose the addition of the
following or similar disclosure in our Form 10-K filing for the year
ending December 31, 2006:

The breakdown of
FIFO versus LIFO Inventory at December 31, 2005 and 2004 by reportable
segment is as follows:

  Construction

  Industrial

  Diversified

  2005

  FIFO

  35.1

  %

  59.6

  %

  24.3

  %

  LIFO

  64.9

  %

  40.4

  %

  75.7

  %

  2004

  FIFO

  36.0

  %

  61.2

  %

  23.0

  %

  LIFO

  64.0

  %

  38.8

  %

  77.0

  %

Note 14 — Income Taxes, page 67

5.              Please separately
disclose the amounts and expiration dates of operating loss carryforwards,
foreign tax credits and alternative minimum tax credit carryforwards. Please
refer to paragraph 48 of SFAS 109.

At December 31, 2005,
Carlisle did not have any foreign tax credit or alternative minimum tax
carryforwards and will so indicate in future filings. The tax impact of total
foreign operating loss carryforwards of $4.4 million disclosed in the table of
deferred tax assets and liabilities in Note 14 within the 2005 Form 10-K
may be carried forward indefinitely. Carlisle also disclosed in the 2005 Form 10-K
that, “At December 31, 2005, it was determined that certain carryforward
tax attributes may not be fully realized. Accordingly a valuation allowance was
provided to reduce the related deferred tax assets.”  The tax impact of the valuation allowance for
foreign operating loss carryforwards at December 31, 2005 was $2.8 million
and is disclosed in the table of deferred tax assets and liabilities in Note 14
of the 2005 Form 10-K. Management did not consider the remaining tax
impact of $1.6 million of foreign operating loss carryforwards material for
further disclosure. In future filings, Carlisle will disclose the amounts and
expiration dates of its foreign operating loss carryforwards or, if applicable,
that certain foreign operating loss carryforwards may be carried forward
indefinitely.

 5

Note 20 — Segment
Information, page 74

6.              You reorganized your
previously reported five operating segments into three operating segments. It
appears that you have aggregated your former transportation products, specialty
products and general industry (all other) segments into the Diversified
Components segment while your automotive products segment has been discontinued.
We realize that we asked you about this subject about two years ago; however,
you have made certain acquisitions in the subsequent period which may have
impacted your segment analysis. Please tell us how you determined that each of
the operating segments in the Diversified Components segment have similar
economic characteristics as required by paragraph 17 of SFAS 131 for
aggregation. Please also provide us with your aggregation analysis for the
operating segments in the Industrial Components segment as well. In doing so,
please address any apparent differences in economic characteristics and trends
between each segment being aggregated. Please provide us with your key metrics
used in your quantitative analysis for at least each of the last five fiscal
years, the most recent interim periods, and each subsequent year and interim
period for which you have budgeting information. Please ensure that you also
show the dollar and percentage changes from period to period in your analysis. Please
include detailed explanations for any apparent differences in economic
characteristics and trends for a given operating segment when compared to
another operating segment for a given period or over several periods. Including
graphs in your supplemental response would also be helpful for trend analysis
of operating segments aggregated in each reportable segment. Explain why each
of these differences would not be considered an indication of differences in
economic characteristics between the two operating segments and your basis for
concluding that each difference was only temporary. Refer to paragraphs 17 to
20 of SFAS 131 and Question 8 of the FASB Staff Implementation Guide for SFAS
131.

As disclosed in the press release
dated November 7, 2005, Carlisle announced a change in segment management
associated with the realignment of its operating businesses into three separate
operating groups. With this change in segment management, Carlisle reassessed
its reportable segments by first identifying operating segments as defined by
paragraphs 10-16 of SFAS 131.

After the realignment of
operating businesses, Carlisle’s management structure is comprised of three
Group Presidents (John Altmeyer, Barry Littrell and Mike Popielec), who report
directly to Rick McKinnish, Carlisle President and CEO. Each Group President is
held accountable for the operating performance of the businesses that comprise
his respective operating group. The Group President is responsible for
reviewing monthly operating results and has the authority to approve capital
expenditures, operating budgets, forecasts and operating plans for the
businesses included in the managed group. On a monthly basis, each Group
President submits financial and operating performance data to Mr. McKinnish
for review, and Mr. McKinnish discusses the performance of the operating
group with each Group President. Mr. McKinnish

 6

holds strategic planning reviews
with each Group President throughout the year. Group Presidents also
periodically present operating results, forecasts and strategic plans for their
operating group to the Carlisle Board of Directors.

Paragraph 14 of SFAS 131, defines
a segment manager as an individual that “is directly accountable to and
maintains regular contact with the chief operating decision maker to discuss
operating activities, financial results, forecasts or plans for the segment.”  Mr. McKinnish is the chief operating
decision maker for Carlisle and the Group Presidents serve as segment managers.
Carlisle identified its operating segments by segment m