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July 25, 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

  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 June
27, 2006 relating to the Company’s Form 10-K for the fiscal year-ended December
31, 2005, filed March 13, 2006 (the “2005 Form 10-K).

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.              We have read your
response to comment two from our letter dated May 18, 2006.  We note that your discussion of gross margin
is intended to provide the reader with a macro overview of significant
trends.  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 indicated that management
utilizes various measures and metrics to support significant 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 selling prices by
indicating 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
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.

We continue to 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, the Company will attempt
to quantify or at least discuss the business reasons for material changes in
its total gross profit between periods.
An example of such disclosure that includes quantification of material
changes in total gross profit and also recognizes positive margin contribution
from net sales is presented below:

Net sales of $2.21 billion for the year ended December 31, 2005 were $209.8
million, or 11%, above 2004 net sales of $2.00 billion.  Organic growth, primarily in the Construction
Materials and Diversified Components segments, accounted for approximately 86%
of the improvement.  Acquisitions within
the Industrial Components segment and Diversified Components segment
contributed approximately $28.8 million.
Increased selling prices and product mix accounted for approximately 8%
of the 11% improved sales performance.
Increased volumes accounted for the remaining improvement of
approximately 3%.  The impact of changes
in foreign currency rates was negligible.

Gross margin (net sales less cost of goods sold expressed as a percent of net
sales) of 19.9% recognized in 2005 was slightly higher than gross margin of
19.5% in 2004.  The improvement in gross
margin was largely attributable to the aforementioned increased selling prices
and product mix.  The Company implemented
higher selling prices in 2005 primarily to offset increased raw material
costs.  Total cost of goods sold
increased $160.5 million in 2005, and raw material costs  accounted for approximately 83% of the

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increase. The higher raw material costs were
largely attributable to commodities the Company uses in its manufacturing
processes whose costs can be impacted by petroleum based market conditions.  The Company expects near term continued raw
material cost increases.  The Company plans
to implement price increases to cover its cost increases as allowed by prevailing
market conditions.  Significant increases
in the cost of raw materials may not be recovered through increased selling
prices and could adversely affect operating results.

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 structure
is comprised of three Group Presidents who report directly to the CEO and
President, who is also the chief operating decision maker for Carlisle.  You also indicated that 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.  Your Group Presidents also present operating results,
forecasts and strategic plans to the Carlisle Board of Directors.  It remains unclear how you determined that
the President and CEO is your sole chief operating decision maker, rather 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 maker function.
Refer to paragraphs 12 and 14 of SFAS 131.

In his role as President and CEO
of Carlisle Companies Incorporated, Richmond McKinnish has primary decision
authority for the allocation of Company resources among the three segments as
well as for the corporate office of Carlisle.
Mr. McKinnish also assesses the operational performance of each segment
as well as the individual performance of each Group President.  The Carlisle Board of Directors ultimately
holds Mr. McKinnish accountable for the operating performance of the Company.  As chief operating decision maker Mr.
McKinnish’s responsibilities include the following:

1.              Approves
final segment operating budgets, plans and forecasts.

2.              Approves
capital expenditure projects.

3.              Monitors
monthly and quarterly operating performance of each segment.

4.              Assesses Group
President performance for compensation awards.

Based on the above, Carlisle has
concluded that Mr. McKinnish serves as the company’s sole chief operating
decision maker.

The Group Presidents do not
participate in the management of Carlisle beyond their respective
segments.  No one Group President has any
decision authority over plans or actions of another

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segment.  For example, the Group President of the
Construction Materials segment is not involved in the decision making or
oversight of the Industrial Components or Diversified Components segments.  The same is true for the Group Presidents of
the Industrial Components segment and the Diversified Components segment.

Although the Group Presidents
have the authority to approve their respective segment’s operating budgets,
forecasts and plans, those approvals are subject to Mr. McKinnish’s
approval.  As the Group Presidents do not
have the authority to and do not in fact manage operations outside their
respective segments, and because they are subject to Mr. McKinnish’s approval,
the Group Presidents do not function as chief decision maker individually or as
a group as defined in FAS 131.  The Group
Presidents are directly accountable to and maintain regular contact with Mr. McKinnish
on their operating activities, financial results, forecasts and plans for their
segments; therefore, the Group Presidents meet the criteria as segment managers
pursuant to paragraph 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 with the financial
information that is reviewed by your CEO as well as any other financial
information that the Group Presidents review.
Please also provide us with any financial information reviewed by your
board of directors as well.

We have provided copies of
financial information reviewed by Carlisle’s President and CEO, Group
Presidents and Board of Directors under separate cover.  As discussed and
agreed with Mr. Ernest Greene, Staff Accountant, the financial information is
provided in electronic format on a CD.
The financial information covers the monthly and quarterly periods
including and between December 31, 2005 and May 31, 2006.  The financial
information is considered highly confidential and of a competitive nature.  Pursuant to Rule 83 of the Commission’s Rules
on Information and Requests, 17 C.F.R. §200.83, Carlisle hereby requests that
the financial information delivered separately to the Securities and Exchange
Commission (“SEC”) by Carlisle in connection with the SEC’s request for File No.
1-9278 not be disclosed under the Freedom of Information Act, 5 U.S.C. §552, et
seq.

Please do not hesitate to
contact Carol Lowe at 704-501-1106 or Steven Ford at 315-477-9108 if you have
any questions concerning our response.

  Sincerely,

  /s/
  Carol P. Lowe

  /s/ Steven J. Ford

  Carol P. Lowe

  Steven J. Ford

  Vice President
  and

  Vice President, Secretary

  Chief Financial
  Officer

  and General Counsel

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