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August 31, 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 August 3,
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.              In connection with
responding to our comments, please provide, in writing, a statement
acknowledging that:

·                  You are responsible for the adequacy and accuracy of the disclosure in
your 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 filings;
and

·                  You may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States.

We acknowledge that the
management of Carlisle Companies Incorporated is responsible for the adequacy
and accuracy of the disclosure in our 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 filings; and Carlisle may not assert staff
comments as a

defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States.

Financial Statements

Note 20 — Segment Information,
page 74

2.              We reviewed the
reports you provided us in response to comment four.  Your monthly Board of Director Reports,
Financial Reports, and Segment Reports as well as your financial information
provided at Board of Directors meetings indicate that your chief operating
decision maker regularly reviews discreet financial information by
business.  In addition, your monthly
financial reports that are distributed to the President and CEO and Group
presidents provide quick summaries that include key information such as sales,
gross profit, SG&A expense, R&D expense, operating income, EBIT and net
earnings by each individual business.  In
your Form 8-K filed on July 25, 2006 reporting your second quarter 2006
results, your press release consistently discusses the performance in your
various businesses including but not limited to the tire and wheel business, high-performance
wire and cable business, specialty trailer business, brake business and
refrigerated truck body business.  Based
upon the information you have provided us, it appears that each of your
businesses constitute your operating segments.
Accordingly, please provide us with an aggregation analysis under
paragraph 17 of SFAS 131.  In doing so,
please be sure to explain to us in detail how you concluded that each
individual business aggregated with another business met the criteria in
paragraph 17 to be aggregated.  If, after
further analysis, you conclude that some of your reportable segments need to be
broken into more reportable segments, please provide us with your new proposed
segment reporting structure as well.

It is Carlisle’s understanding
that SFAS 131 was developed as a “management approach” to reporting segment
information.  The Company believes that
SFAS 131’s management approach is founded on reporting information the way
management organizes the segments for making operating decisions and assessing
performance.  Carlisle strongly believes
its current segmentation appropriately reflects the requirements of paragraphs
10-16 of SFAS 131, and that paragraph 17 is not applicable to the Company’s
current management approach.  We offer
the following information to assist the Staff of the Division of Corporate
Finance of the Securities and Exchange Commission in its review of Carlisle’s
segmentation:

RECENT HISTORY

During the first three quarters
of 2005 and in prior periods, Carlisle President and CEO, Rick McKinnish,
served as chief operating decision maker (“CODM”) for the Company’s nine
primary business units.  In his role as
CODM, Mr. McKinnish actively reviewed the monthly operating results and
forecasts for each of these business units.
His review of

 these financial results enabled Mr. McKinnish
to make decisions about the allocation of resources among the business units
and to assess the performance of each business unit and its respective president.  Each business unit president reported
directly to Mr. McKinnish, and Mr. McKinnish made recommendations to the Board
of Directors’ Compensation Committee on compensation and equity awards for each
president.  Mr. McKinnish also reviewed
the annual operating and strategic plans for each business unit and approved
capital expenditures up to $2 million per project.  Business unit presidents only had capital
expenditure approval in the amount of $100,000 per project.  The nine business units comprising Carlisle’s
current continuing operations were as follows:

·                  Carlisle SynTec

·                  Carlisle Tire & Wheel

·                  Carlisle Power
Transmission

·                  Carlisle FoodService

·                  Carlisle Motion Control
(Heavy Friction/Altec)

·                  Carlisle Industrial Brake
and Friction

·                  Trail King Industries

·                  Tensolite

·                  Johnson Truck Bodies

During this time period, the
presidents of each of these business units were deemed segment managers.  In accordance with paragraph 17 of SFAS 131, Carlisle
aggregated these businesses into the following five reportable segments:

·                  Construction Materials

o                 Carlisle SynTec

·                  Industrial Components

o                 Carlisle Tire & Wheel

o                 Carlisle Power Transmission

·                  Specialty Products

o                 Carlisle Motion Control (Heavy Friction/Altec)

o                 Carlisle Industrial Brake & Friction

·                  Transportation Products

o                 Trail King Industries

·                  General Industry (all
other category)

o                 Carlisle FoodService and Sanitary Maintenance

o                 Tensolite

o                 Johnson Truck Bodies

CHANGE IN MANAGEMENT OF BUSINESS UNITS

In early 2005, Mr. McKinnish decided to modify the
senior management structure of Carlisle based on his belief that his time
should be more focused on the strategic long-term growth of the Company rather
than the day-to-day operations of the business units.  Mr. McKinnish decided that the Carlisle
business units could be more effectively managed by three Group Presidents who
would report directly to the CODM and serve as Segment Managers.  Mr. McKinnish identified the following
business groups that would require a Group President or Segment Manager:

·                  Construction Materials (2005 net sales of $865.7 million; 39% of total
net sales)

o                 Carlisle SynTec

·                  Industrial Components
(2005 net sales of $747.9 million; 34% of total net sales)

o                 Carlisle Tire & Wheel

o                 Carlisle Power Transmission

·                  Diversified Components (2005
net sales of $596.1 million; 27% of total net sales)

o                 Carlisle FoodService and Sanitary Maintenance

o                 Carlisle Motion Control Industries

·                  Carlisle Industrial Brake
and Friction

·                  Heavy Friction/Altec

o                 Trail King Industries

o                 Tensolite

o                 Johnson Truck Bodies

Mr. McKinnish decided the president
of Carlisle SynTec, John Altmeyer, would serve as Group President and Segment
Manager of Construction Materials and the president of Carlisle Tire and Wheel,
Barry Littrell, would serve as Group President and Segment Manager of
Industrial Components.  Mr. McKinnish
engaged the executive retained search firm of SpenserStuart to conduct the
search for the Group President and Segment Manager of Diversified Components.  In September 2005, Carlisle hired Mr. Mike Popielec
to serve as Group President and Segment Manager for the Diversified Components
businesses.

At the end of the third quarter
2005, the Company evaluated its segmentation in accordance with SFAS 131 and
deemed that it was still appropriate to report the five segments since the
business unit presidents had reported directly to Mr. McKinnish for virtually
all of the first three quarters of 2005.
Mr. Popielec had not been in his role long enough by September 30 to be truly
operating as the Segment Manager for Diversified Components.

SEGMENT REALIGNMENT

On November 7, 2005, Carlisle
announced in a news release that its continuing operations would be reorganized
into three operating groups or segments managed by three Group Presidents.

After the change in management
structure resulting in the realignment of operating businesses, the Company reassessed
its segmentation in accordance with SFAS 131.
We believe that Carlisle’s new management structure required a change in
segmentation in order to comply with SFAS 131.
We believe the three Group Presidents operate as segment managers of
their respective business groups.  The
Group Presidents report directly to Mr. McKinnish, have autonomous decision
making authority within their segment (with certain limitations, as described
more in-depth in the Sarbanes-Oxley Section 404 Testing portion of this letter
(see below)) and are held responsible for the performance of only their
operating segment.

This operating and reporting
structure parallels the guidance in paragraphs 10 and 14, respectively, of SFAS
131.  We believe that this guidance
unequivocally supports our

 conclusions that, pursuant to the realignment
of its operating businesses, Carlisle’s CODM is Mr. McKinnish and Carlisle’s
segment managers are the Group Presidents.
These conclusions were determined by Carlisle in the context of, and are
supported by the following:

·                  The Carlisle Board of
Directors establishes performance goals for Mr. McKinnish based on the
consolidated performance of the businesses comprising Carlisle Companies.  The Board assesses Mr. McKinnish’s
performance and establishes his base salary, bonus and long-term incentive
awards based on the Company’s consolidated results.

·                  Mr. McKinnish allocates
Company resources on an operating group or segment basis, not by business unit,
and the Group Presidents have the authority to allocate these resources within
their operating segment as determined appropriate.

·                  Performance metrics such
as revenue growth, margin improvement and operating cash flows are set for each
operating segment and Group President by Mr. McKinnish.

·                  Mr. McKinnish’s review and
assessment of the performance of each Group President is based on the
consolidated performance of all the business units comprising their operating segment.  Mr. McKinnish makes recommendations to the
Compensation Committee on base salaries, bonuses and long-term incentive for
the Group Presidents or Segment Managers, taking into account the aggregated
performance metrics for all the business units comprising their operating
segment.

·                  The three Group Presidents
report directly to Mr. McKinnish and each Group President is held accountable solely
for the operating performance of their respective operating segment.

o                 The Group President is responsible for reviewing monthly operating
results for their business units.

o                 The Group President has the authority to approve capital expenditures
up to $1 million.  (The previous business
unit president approval authority when all the business unit presidents reported
to Mr. McKinnish was $100,000.)

o                 The Group Presidents approve business unit strategic plans, operating
budgets and forecasts.

o                 The Group Presidents assess the performance of each business unit
president and approve their base salaries.
The Group Presidents recommend bonuses and long-term incentives for
their respective business unit presidents to the Compensation Committee.

o                 The Group Presidents have hiring and termination discretion for the
business unit presidents.

o                 The Group Presidents have authority to identify acquisition candidates
and they have significant influence in the approval of acquisition candidates
identified by the corporate office and even by Mr. McKinnish.

o                 The Group Presidents have authority to approve business unit vendor and
customer contracts.  Mr. McKinnish does
not review any such contracts.

o                 The Group Presidents have authority to litigate or settle litigation
for their business units.

As a result of the Company’s
change in management structure and in accordance with paragraph 34 of SFAS 131,
results for all years presented in the Company’s Form 10-K for the year ended
December 31, 2005, were restated to reflect  the Company’s new operating segments.

FINANCIAL REPORTS

As part of our response to
comment 4 of your letter dated June 27, 2006, we provided you with financial
reports made available to the CEO, Group Presidents and Board of
Directors.  These reports were delivered
to you in electronic format via a compact disc (the “CD”).  We believe the following information on how
the reports are made available to and reviewed by the aforementioned parties
may assist in your further evaluation of the way the reports are used.

First, we believe it is important
to note that Carlisle supports a wide dissemination of financial information
within its organization.  Today’s
electronic environment makes the distribution of financial reports as “easy as
pushing a button.”  Carlisle utilizes
electronic distribution lists for most of its reports that include all three of
the Group Presidents and Mr. McKinnish for convenience.  The distribution of the reports is not
indicative of how Carlisle manages its operations.  Providing someone access to business unit
information does not mean that the individual is actively managing the business
unit, making resource allocation decisions or assessing business unit
performance.

President and CEO Reports

The primary financial report
reviewed by Mr. McKinnish each month is the Monthly Segment Report.  This report is prepared by Carlisle’s
corporate accounting staff and summarizes key income statement performance by
each operating segment.  Monthly Segment
Reports are not distributed to the Group Presidents or the Board.  Mr. McKinnish also receives the financial
reports contained in the Monthly Financial Reports folder.  Mr. McKinnish reviews these reports to facilitate
discussion when operating exception results are brought to his attention by the
Group Presidents.

Group President Reports

The CD includes financial reports
prepared by the various business operations comprising the Construction
Materials, Industrial Components and Diversified Components segments and
submitted to their respective Group Presidents.
These detailed reports are made available to the applicable Group
President and would be reviewed by Mr. McKinnish only on a rare and exceptional
basis to provide depth for inquiries and analysis.  Since the change in management structure,
there has not been an instance when Mr. McKinnish