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September 26, 2008

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, 2007

  Form 10-Q for Fiscal Quarter Ended June 30, 2008

  Schedule 14A for Fiscal Year Ended December 31, 2007

  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 September 2, 2008 relating to the Company’s (i) Form 10-K
for the fiscal year-ended December 31, 2007, filed February 29, 2008
(the “2007 Form 10-K”), (ii) Form 10-Q for the fiscal period
ended June 30, 2008, filed August 7, 2008, and (iii) Schedule
14A for the fiscal year-ended December 31, 2007, filed on February 29,
2008.

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.

General

1.     Where a comment below
requests additional disclosures or other revisions to be made, please show us
in your supplemental response what the revisions will look like.  These revisions should be included in your
future filings.

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

FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2007

Item 1.    Business,
page 1

2.     Please discuss the
competitive conditions information required by Item 101(c)(1)(x) of
Regulation S-K.

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Under Item 1A. Risk Factors, we discuss that the Company has
significant concentrations and mention that the Company faces increased
international competition.  In addition,
we summarize market conditions and the competitive environment by segment in
the Description of Business by Reportable Segment, as listed below:

·              For the Construction
Materials segment, we describe the competitive conditions in the third
paragraph on page 4.

·              For the Industrial
Components segment, we describe the competitive conditions in the fifth
paragraph on page 5.

·              For the Transportation
Products segment, we describe the competitive conditions in the first paragraph
on page 6.

·              For the Specialty Products
segment, we describe the competitive conditions in the second paragraph on page 7.

·              For the General Industry
segment, we describe the competitive conditions in the sixth paragraph on page 8.

Description of Businesses by
Reportable Segment

Construction Materials, page 3

3.     Please identify the customer
who represented 18% of this segment’s revenues pursuant to Item 101(c)(1)(vii) of
Regulation S-K.  Please also comply with
this comment for the Industrial Components customer who accounted for 12% of
that segment’s revenues if their loss would be material.

Item 101(c)(1)(vii) of Regulation S-K states that “the name of the
customer and its relationship, if any, with the registrant or its subsidiaries
shall be disclosed if sales to the customer by one or more segments are made in
an aggregate amount equal to 10 percent or more of the registrant’s
consolidated revenues and the loss of such customer would have a material
adverse effect on the registrant and its subsidiaries taken as whole.”  We did not disclose the names of the
customers as the sales did not equal more than 10% of our consolidated
revenues.  The Construction Materials
customer represented 8.7% of consolidated revenues, and the Industrial
Components customer represented 3.1% of consolidated revenues.

Research and Development, page 9

4.     Please discuss your research
and development activities.

Research and development activities include the development of new product
lines, the modification of existing product lines to comply with regulatory
changes, and the research of cost efficiencies through raw material
substitution and process improvements.  As
a percent of net sales, research and development expenses have been trending at
less than 1%.  In future filings, we will
expand the disclosure in our Business Overview to describe our ongoing research
and development activities.

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FORM 10-Q
FOR THE PERIOD ENDED JUNE 30, 2008

Consolidated Statements of
Earnings and Comprehensive Income, page 2

5.     Your disclosures on page 20
state that the other expense (income), net line item includes a $4.7 million
charge related to management and facilities transition of a braking business in
the United Kingdom and asset charges related to closed facilities of $2.0
million.  Please help us understand how
you determined it was appropriate to exclude each of these items from your
determination of operating income.

The $4.7 million charge recorded in 2007 was not representative of the
Company’s ongoing operating activities.
The results of normal operations were separated from the effects of miscellaneous
income deductions, thereby providing an investor the ability to assess the
Company’s sustainable earnings.  The
charge was not an extraordinary item and was presented on a pretax basis.

The asset write-down of $2.0 million in 2007 for closed facilities
related to fixed assets that were scrapped or liquidated.  This write-down was not related to the
delivery or production of goods, rendering of services, or carrying out other
activities that constitute our ongoing operations.  Management believes the write-down charge was
appropriately recorded as Other Expense, net, not dissimilar to gains and
losses on sales of fixed assets, which are also excluded from operating income.

Both the $4.7 million and the $2.0 million charge reduced Earnings
Before Interest and Income Taxes (“EBIT”) in 2007.

Effective 2008, Carlisle changed its financial statement presentation
from EBIT to Operating Income.  The
difference between the previously reported EBIT and the currently reported
Operating Income presented in Carlisle’s Consolidated Statements of Earnings
and Comprehensive Income is Other Expense (Income), net.  The change from EBIT to Operating Income in
2008 was made to align our external financial statements with the changes to
the Company’s internal financial reports and management compensation
program.  In 2008, EBIT was replaced with
Operating Income as a key performance measure and Operating Income was included
as a component of the Company’s annual incentive award program.

Had we included the $4.7 million charge in Operating Income in the June 30,
2008 Form 10-Q, we would have reflected inflated year-over-year growth in
the Specialty Products segment for the three and six months ended June 30,
2008 of 234.6% and 84.9%, respectively, versus the reported growth of 19.2% and
12.5%, respectively.  Including the $2.0
million charge would have decreased Operating Income in the Transportation
Products segment by 1.4% for the quarter and 8.9% for the six month period,
versus the reported decreases of 9.8% and 12.5%, respectively.

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Management believes these charges are appropriately classified as Other
Expense, net. An explanation of the charges and the segments affected were
disclosed in Management’s Discussion and Analysis under Other expense, net on page 20.

Notes to Financial Statements

Notes 15.  Segment Information, page 16

6.     Please disclose in your
segment footnote the types of amounts included in your determination of
corporate expenses, corporate operating income, and corporate assets for each
period presented.  Please also disclose
why these amounts were not allocated to the other reportable segments.  Please also discuss in MD&A the business
reasons for fluctuations in these amounts subsequent to your discussion of
results of operations by segment.

Corporate expenses are largely comprised of compensation, training and
benefits expense for Carlisle’s corporate office staff including the
compensation of the Company’s president and chief executive officer.  Corporate expenses also include certain
external audit fees and internal audit expenses.  These expenses are not specific to any one
operating segment. In addition, corporate expenses are not included in the
president and chief operating officer’s evaluation of each operating segment’s
financial performance. Management has therefore decided not to allocate these
expenses to the reportable segments.

The Company did not have corporate operating income.

Corporate assets include cash investments, pension assets and deferred
tax assets.

Corporate expenses decreased by $5.2 million in the second quarter of
2008, and $5.7 million in the first six months of 2008, as compared to the same
periods in the prior year.  Included in
the results for the three and six month periods of 2007 were $4.3 million in
expenses related to the change in executive management and $1.1 million of
expenses related to a terminated acquisition initiative.

We will expand our MD&A disclosures in future filings to include
the business reasons for fluctuations in corporate expenses.

SCHEDULE
14A FILED ON FEBRUARY 29, 2008

Compensation Discussion and Analysis, page 17

7.     Please provide the
information required by Item 402(b)(1)(xv) of Regulation S-K.

In February 2007, Mr. McKinnish, the
Company’s former President and Chief Executive Officer, provided the
Compensation Committee for each named executive officer (other than himself) (i) a
performance evaluation, (ii) a recommended base salary adjustment and (iii) a
recommended

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stock option and restricted stock
award.  The Compensation Committee used the information provided by Mr. McKinnish
and the comparable company data provided by the Committee’s compensation
consultant to make the base salary increases and equity awards reported in the
Summary Compensation and Grants of Plan-Based Awards Tables.

Mr. Roberts, who was appointed as
Chairman, President and Chief Executive Officer on June 25, 2007,
recommended to the Compensation Committee at its meeting in February 2008
that each named executive officer (other than himself) receive a cash bonus for
2007 equal to the prior year’s bonus award.  Mr. Roberts’
recommendation followed his evaluation of the Company’s operations and was
based on his conclusion that the Company’s performance in 2007 was
comparable to the prior year.

Mrs. Lowe, the Vice President and Chief
Financial Officer, also had a role in determining executive compensation by
providing the Compensation Committee information and analysis about the
financial performance of the Company for the 2007 fiscal year and each of the
Company’s operating groups for which a named executive officer was
responsible.  The Compensation Committee used the information and analysis
provided by Mrs. Lowe (as well as the recommendation of Mr. Roberts
as described above) in making its annual cash bonus award decisions.

We will include a full description of the
role executive officers had in determining executive compensation in future
filings.

We acknowledge 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 comments as a defense in any proceeding initiated by the Commission or
any person under the federal securities laws of the United States.

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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