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  Carlisle Companies Incorporated

  13925 Ballantyne Corporate
  Place, Suite 400

  Charlotte, North Carolina
  28277

  (704) 501-1100 · FAX (704) 501-1190

  www.carlisle.com

August 19, 2010

VIA EDGAR

Rufus Decker

Accounting Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E., Mail Stop 4631

Washington, D.C.
20549

Re:          Carlisle Companies
Incorporated

Form 10-K for the Fiscal Year
ended December 31, 2009

Form 10-Q for the Fiscal Quarter
ended March 31, 2010

Schedule 14A filed on March 18,
2010

File No. 1-9278

Dear Mr. Decker:

On behalf of Carlisle Companies Incorporated (the
“Company”), we have the following responses to the comments in your comment
letter dated July 26, 2010 related to the Company’s Form 10-K for the
fiscal year ended December 31, 2009 filed by the Company on
February 18, 2010, the Form 10-Q for the quarter ended March 31,
2010 filed by the Company on April 27, 2010 and the Schedule 14A filed by
the Company on March 18, 2010 (Commission File No. 1-9278).

For your convenience, we have included the comments of
the staff of the Securities and Exchange Commission (the “Staff”) below in bold
with the Company’s corresponding responses following each bold comment.  All terms not defined in our responses have
the meanings ascribed to those terms in the related filings.

Form 10-K
for the Fiscal Year Ended December 31, 2009

Item 1 – Business, page 1

Financial Information About Industry
Segments, page 2

1.     The presentation of total segment
EBIT represents a non-GAAP measure when it is presented or discussed outside of
your SFAS 131 footnote.  As such, you
should ensure either:

(a)   it is not presented elsewhere in the
filing or

(b)   you present the disclosures required
by Item 10(e) of Regulation S-K.
Any disclosures elsewhere in the filing should:

·      identify this amount as a non-GAAP
performance measure,

·      present the most directly comparable
GAAP measure with equal or greater prominence,

·      reconcile in sufficient detail from
the non-GAAP measure to the GAAP measure,

·      explain why your management believes
that this measure provides useful information to investors,

·      state how your management uses the
non-GAAP measure,

·      provide cautionary disclosure that
the non-GAAP measure presented may not be comparable to similarly titled
measures used by other entities, and

·      state that this non-GAAP measure
should not be considered as an alternative to net income, which is determined
in accordance with GAAP.

See also question 104.04 of our
Compliance and Disclosure Interpretations for Non-GAAP Financial Measures.

Management
Response:

In future filings, beginning with the Form 10-Q
for the quarter ending September 30, 2010, the Company will not present
total segment EBIT outside of the ASC 280-50-20 footnote.

Item 8 – Financial Statements and
Supplementary Data, page 37

Consolidated Statement of
Shareholder’s Equity, page 40

2.     Please include in future filings a
column showing the changes in the number of common shares issued, as well as a
column showing the changes in the number of shares held in treasury stock.

Management
Response:

In future filings, beginning with the Company’s
Form 10-K for the year ending December 31, 2010, the Company will
include a column in the Consolidated Statement of Shareholder’s Equity showing
the changes in the number of common shares issued and held in treasury.

Note 1 – Summary of Accounting
Policies, page 41

General

3.     Please disclose in future filings the
types of expenses that you include in the cost of goods sold line item and the
types of expenses that you include in the selling and administrative expenses
line item.  Please also disclose whether
you include inbound freight charges, purchasing and receiving costs, inspection
costs, warehousing costs, internal transfer costs, and the other costs of your
distribution network in the cost of goods sold line item.  With the exception of warehousing costs, if
you currently exclude a portion of these costs from cost of goods sold, please
disclose:

·      in a footnote the line items that
these excluded costs are included in and the amounts included in each line for
each period presented, and

·      in MD&A that your gross margins
may not be comparable to those of other entities, since some of the entities
include all of the costs related to their distribution network in cost of goods
sold and other like you exclude a portion of them from gross margin, including
them instead in a line item such as selling and administrative expenses.

Please show us in your supplemental
response what the revisions will look like.

Management
Response:

The Company includes inbound freight charges,
purchasing and receiving costs, inspection costs, warehousing costs, internal
transfer costs and other such costs in inventory to the extent they are related
to preparing a product for sale.
Therefore, these costs are also included in cost of goods sold when
inventory is sold during the reporting period.
However, the Company’s Engineered Transportation Solutions segment
operates distribution centers across the United States to facilitate shipment
directly to its customers.  The
warehousing costs associated with these distribution centers are reflected in
selling and administrative expenses.  The
remaining distribution costs across the Company are related to the acquisition
and production of inventory.

In future filings, beginning with the Company’s
Form 10-K for the year ending December 31, 2010, the Company will
disclose in the Summary of Accounting Policies footnote that costs related to
its distribution network, with the exception of certain warehousing costs
associated with its Engineered Transportation Solutions segment, depreciation
and amortization (in response to Comment 4 below) are included in inventory and
therefore cost of goods sold for inventory sold during the period and that
warehousing costs in the Engineered Transportation Solutions segment are
included in selling and administrative expenses in a manner similar to the
following:

Inventories

Inventories for continuing and discontinued operations
are valued at the lower of cost or market on the first-in, first-out
basis.  Cost of inventories includes
direct as well as certain indirect costs associated with the acquisition and production
process.  These costs include raw
materials, direct and indirect labor and manufacturing overhead.  Manufacturing overhead includes materials,
depreciation and amortization related to property, plant and equipment and
other intangible assets used directly and indirectly in the acquisition and
production of inventory and costs related to the Company’s distribution network
such as inbound freight charges, purchasing and receiving costs, inspection
costs, warehousing costs, internal transfer costs and other such costs
associated with preparing our products for sale.

Selling and administrative expenses

Selling and administrative expenses includes wages and
benefits related to the Company’s sales force, its administrative functions
such as corporate management and other indirect costs not allocated to
inventories, including a

portion of depreciation and amortization.  Selling and administrative expenses also
includes certain warehousing costs incurred in the Engineered Transportation Solutions
segment related to its distribution centers that are separately operated to
facilitate shipments directly to customers.

4.     Please disclose in future filings the
line item(s) in which you include depreciation and amortization.  If you do not allocate a portion of your
depreciation and amortization to cost of goods sold, please also revise your
presentation to comply with SAB Topic 11B, which would include revising the
cost of goods sold title and removing the gross profit subtotal throughout the
filing.  Please show us in your
supplemental response what the revisions will look like.

Management
Response:

In future filings, beginning with the Company’s
Form 10-K for the year ending December 31, 2010, the Company will
disclose in the Summary of Accounting Policies footnote that inventories, and
therefore cost of goods sold, includes depreciation and amortization that is
directly and indirectly attributable to the acquisition and production of
inventory and that selling and administrative expenses includes a portion of
depreciation and amortization in a manner similar to that included in response
to Comment 3 above.  The Company also
includes an insignificant portion of depreciation and amortization in research
and development expenses.

Foreign Currency Translation,
page 44

5.     Please disclose in future filings the
aggregate amount of transaction gain or loss included in determining net income
for each period presented.  Refer to FASB
ASC 830-20-45-1.

Management
Response:

In future filings, when the aggregate amount of
foreign currency transaction gain or loss included in determining net income is
material the Company will disclose the amount in the financial statements or
notes pursuant to ASC 830-20-45-1.

Note 2 – Fire Gain, page 46

6.     Please tell us how you classified the
insurance proceeds related to the Bowdon, GA plant fire within your statement
of cash flows.  In doing so, please tell
of the amount of proceeds included in each category and how you determined your
classification was appropriate.

Management
Response:

The Company submitted its claim to its insurance
carriers related to losses incurred with respect to the Bowdon, GA plant fire
which resulted in the Company receiving $11.5 million of cash proceeds in
connection with inventory destroyed by the fire.

The remaining $43.0 million of the cash proceeds were
based on a negotiated settlement without specificity whether the remaining
losses incurred related to the destroyed property, plant and equipment and
fire-related clean-up costs.  The Company
classified the entire amount of proceeds in the Statement of Cash Flows for the
year ended December 31, 2009 as an operating cash inflow.

Note 9 – Acquisition, page 53

7.     Please tell us what considerations
you gave to presenting the disclosures required by FASB ASC 805-10-50-2(h).

Management Response:

In preparing the disclosures required by ASC
805-10-50, the Company considered the disclosure requirement in ASC
805-10-50-2(h) paragraph 1 and concluded that revenues and earnings from
each of the acquisitions in fiscal 2009, 2008 and 2007 were not material
individually and in the aggregate in comparison to the Company’s consolidated
revenues and net income for each respective period.  The Company also considered the disclosures
required by ASC 805-10-50-2(h) paragraphs 2 and 3 and concluded that the
revenues and earnings of the acquired entities when combined with those of the
Company for 2009 and 2008 as though they occurred at the beginning of 2008 or
2007 were not materially different than the reported results of each respective
period.  In future filings, beginning
with the Form 10-Q for the quarter ending September 30, 2010, the
Company will include disclosure stating this conclusion.

Note 15 – Earnings Per Share,
page 67

8.     You disclose that you have excluded
the dilutive impact of unvested restricted stock and restricted stock
units.  Please tell us why you believe
the exclusion of these shares from your diluted EPS computations is
appropriate.  Refer to FASB ASC
260-10-45-48 and 260-10-45-60B.

Management Response:

In determining the appropriate inclusion of restricted
stock and restricted stock units in determining diluted earnings per share, the
Company considered the guidance in ASC 260-10-45-59A through 260-10-45-70 as to
whether any of the vested and unvested stock-based compensation awards were
participating securities (as defined in the ASC Master Glossary).  The restricted stock and restricted stock
units contain nonforfeitable dividend rights and thus the Company considered
them to meet the definition of a participating security and pursuant to ASC
260-10-45-60A and 260-10-45-61A included the restricted stock and restricted
stock units in determining basic and diluted earnings per share using the
two-class method.  The Company also
considered whether the issuance of the shares underlying the restricted stock
and restricted stock units were contingent upon the satisfaction of certain
conditions per the guidance in ASC 260-10-45-48 and determined that the
issuance of the shares were not contingent upon the satisfaction of conditions,
such as future earnings,

market price of the underlying shares or any other
similar condition.  As allowed under ASC
260-10-45-60B the Company elected not to disclose basic and diluted earnings
per share for participating securities.
In addition, the Company determined the impact of including restricted
stock and restricted stock units on diluted earnings per share using the
treasury stock method and determined that the two-class method was the more
dilutive method between the two.

Note 17 – Commitments and
Contingencies, page 68

9.              Please disclose how you
account for (a) step rent provisions and escalation clauses and
(b) capital improvements funding and other lease concessions, which may be
present in your leases.  Lease payments
that depend on an existing index or rate, such as the consumer price index or
the prime interest rate, should also be included in your minimum lease
payments.  If, as we assume they are
taken into account in computing your minimum lease payments and the minimum lease
payments are recognized on a straight-line basis over the minimum lease term,
the note should so state.  If our
assumption is incorrect, please tell us how your accounting complies with FASB
ASC 840.  Please show us in your
supplemental response what the revisions will look like.

Management
Response:

The Company accounts for step rent provisions and
escalation clauses that may be present in its leases by initially determining
whether such items are contingent rentals or are scheduled rent increases not
dependent on future events under the recognition guidance in
ASC-840-10-25-4.  If contingent rentals
they are excluded from the determination of minimum lease payments in the ASC
840-10-25-1 recognition test and likewise if not contingent they are included.
The Company includes scheduled rent increases that are based on an index or
rate in the determination of minimum lease payments for purposes of the ASC
840-10-25-1 recognition test based on the index or rate at the inception of the
lease term and any subsequent increases or decreases in rents related to
changes in the index or rate are included in the determination of future
accrued rent expense under the measurement guidance in ASC 840-20-25-2(b).  The Company includes scheduled rent increases
not dependent upon future events in the determination of rent expense on a
straight-line basis over the lease term under the measurement guidance in ASC
840-10-25-2(a).  Similarly, the Company
includes the impact of rent holidays included in its leases in determining rent
expense on a straight-line basis over the lease term.  Material lease incentives included in the
Company’s leases, such as capital improvements funding are recognized as a
reduction of rent expense on a straight-line basis over the lease term through
the establishment of a deferred credit that is amortized against rent expense.

In future filings, beginning with the Company’s
Form 10-K for the year ending December 31, 2010, the Company will
disclose a general description of the Company’s material lease arrangements
including the basis upon which any contingent rentals are determined (e.g., if
based on future sales), whether any significant purchase or renewal options
exist or whether any limitations on dividends,

additional debt and leases exist, along with
categories of rent ex