SecProbe.io

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<FILENAME>filename1.txt
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TYPE                     CORRESP
FILER
     FILER-CIK           0000838877
     FILER-CCC           XXXXXXXX
FILER
SUBMISSION-CONTACT
     CONTACT-NAME        Denise Burton
     CONTACT-PHONE       44 (0)20 8877 5195
SUBMISSION-CONTACT
NOTIFY-INTERNET          dburton@tomkins.co.uk
RETURN-COPY              NO

Michael Fay Esq
Branch Chief Accountant
Division of Corporation Finance
Securities and Exchange Commission
Washington, D.C. 20549
                                                              September 2, 2005

 Re:      Tomkins plc ("the Company")
          Form 20-F for the year ended January 1, 2005
          File No. 001-13634
          Filed June 28, 2005

Dear Mr Fay

I am pleased to submit the  Company's  responses to the Staff's  comments on its
Annual  Report on Form 20-F for the year ended January 1, 2005 (the "2004 Annual
Report"), as set out in your letter to our Chief Executive Officer, James Nicol,
dated July 25, 2005.  The Company does not intend to file an amended 2004 Annual
Report to reflect its responses to the Staff's  comments,  but will reflect them
as  appropriate,  in its  future  Annual  Reports on Form 20-F  ("Future  Annual
Reports"),  beginning  with its Annual  Report for the year ending  December 31,
2005.

For your convenience,  the numbered  paragraphs of this letter correspond to the
numbered  paragraphs of the comment letter and we have repeated the comments set
forth in the comment letter.

Consolidated Statements of Changes in Shareholders' Equity, page F-5

1.       We note that the amount of comprehensive income differs materially
         from net income in each period, as significant amounts are recognized
         for the minimum pension liability and exchange translation
         adjustments. In accordance with the guidance in paragraph 14 of
         FAS130, please disclose a total amount of comprehensive income in the
         consolidated statement of changes in stockholders' equity.

         All components of comprehensive income have been disclosed in each
         period in accordance with paragraph 14 of FAS130: however, the
         sub-total erroneously includes items that do not form part of
         comprehensive income.  We will present a separate total amount of
         comprehensive income for all periods presented, in Future Annual
         Reports.

Note 2 - Summary of Significant Accounting Policies, page F-7
Revenue Recognition, page F-7

2.       We note your use of the percentage of completion method of accounting
         for long-term contracts.  Please tell us how significant the revenues
         are under this method of accounting.  In addition, tell us why you
         have not provided the additional disclosures required for long-term
         contract accounting under SOP81-1.  Examples of such disclosures might
         include the method of measuring the extent of progress toward
         completion, the criteria used to determine substantial completion,
         and the effect of significant revisions in contract estimates.  For
         additional guidance, you may also refer to Accounting Research
         Bulletin 45 (ARB45).  In addition, please provide the disclosures
         required by Rule 5-02(3) (c) of Regulation S-X for receivables due
         under long-term contracts.

         Long-term contracts arise only in the Group's materials handling
         businesses. Revenue recognized on long-term contracts was as follows:

<TABLE>
<CAPTION>
                                                                                                   Percent of
                                                  (1) Continuing   (2) Discontinued                     Group
                                                      operations         operations        Total      revenue
                                                       $ million          $ million    $ million
        ------------------------------------------------------------------------------------------------------
        <S>                                                <C>                 <C>          <C>          <C>

        Year ended January 1, 2005                         118.0               31.5        149.5         2.7%
        Year ended January 3, 2004                          96.0               68.8        164.8         3.2%
        Eight months ended December 31, 2002                44.9               47.8         92.7         2.9%
        Year ended April 30, 2002                          114.9               85.9        200.8         4.2%
        ------------------------------------------------------------------------------------------------------
</TABLE>

         (1) Dearborn (see response to Question 5 below)
         (2) Mayfran International Inc. and Unified Industries Inc. sold in
             fiscal 2004 (see Note 4 on page F-11)

        Management did not include the disclosures referred to by the Staff in
        the 2004 Annual Report because, as illustrated by the table above, it
        does not regard these businesses as significant in the context of the
        Company's consolidated financial statements.

        In Future Annual Reports the Company will continue to consider the
        significance of long-term contracts to its business and will provide
        the additional disclosures if appropriate.

Product warranties, page F-9

3.       Your accounting policy solely describes product warranties with no
         policy or discussion on product recalls and its associated liability.
         Along with original equipment automotive manufacturers and others, it
         would appear that the company may also incur liability on product
         recalls.  In this regard, we note that some companies accrue a
         liability for product recalls at the date of sale, while others accrue
         a liability when the recall is announced.  It is presumed that these
         two alternatives arise as the guidance in paragraph 26 of FAS5
         provides views on whether it is probable claims will arise and such
         amount is reasonably estimable (e.g. depending on a company's
         experience of other information that enables one to make a reasonable
         estimate before a recall is announced).  Please provide appropriate
         disclosure and tell us your accounting treatment in this area.

         Product recalls rarely occur within our businesses.  Since there is no
         regular or recurring pattern of recalls, management considers that the
         cost of unspecified future product recalls cannot be reasonably
         estimated.  Accordingly, in accordance with paragraph 8 of FAS5, no
         provision is recognized in respect of unspecified future product
         recalls, but a provision would be recognized if management considered
         it probable that it would be necessary to recall a specific product
         and the amount could be reasonably estimated.

         In the light of the Company's rare experience of product recalls,
         management does not consider that the Company's accounting policy
         towards product them is significant and, therefore, did not include
         the policy in Note 2 on pages F-7 to F-9 of the Company's 2004 Annual
         Report.

Minority interest, page F-8

     4.  It is not clear from your disclosure of minority interests why your
         60% ownership interest in Ideal International SA is considered a
         minority interest in your financial statements.  Please explain your
         accounting treatment for Ideal International SA.

         We regret that the disclosure under item (xiv) Minority interests on
         page F-8 is incorrect.  The last two lines of the note were included
         in error and also incorrectly stated our ownership interest in Ideal
         International SA at 60% rather than 40%.

         Ideal International SA and Schrader Duncan Limited are accounted for
         appropriately as non-controlled affiliates, the Company's accounting
         policy for which is disclosed on page F-7, under "(i) Basis of
         consolidation"

Note 4 - Acquisitions and disposals, page F-11

     5.  Please disclose the facts and circumstances that led to your decision
         not to discontinue/sell Dearborn Mid-West Conveyor Company.  In
         addition, you should disclose the effect on the results of operations
         for the current and prior periods presented.  For guidance, refer to
         FAS144, paragraph 48.

         Having considered the guidance in paragraph 30 of FAS 144, Dearborn
         Mid-West Conveyor Company ("Dearborn") was first classified as held
         for sale during the third quarter of fiscal 2003. Although the
         operations of Dearborn were not significant in the context of the
         consolidated financial statements of the Company, it was one of a
         number of businesses that met the requirements to be classified as
         a discontinued operation and accordingly it was also classified as a
         discontinued operation.

         The Company had an active program to sell Dearborn for over a year
         and was in negotiations with a specific buyer during that time.
         However, the company was unable to secure a sale at a price that
         management considered close to the fair value of the business.
         Consequently, during the final quarter of fiscal 2004, management
         decided to withdraw Dearborn from active sale.

         Management did not include the disclosures required by FAS 144
         paragraph 48 because it did not regard the reclassification
         as significant in the context of the Company's consolidated
         financial statements as demonstrated by the numbers below.

<TABLE>
<CAPTION>

                                                   Percent  Eight months      Percent                  Percent
                                    Year ended    of Group         ended     of Group   Year ended    of Group
                                    January 3,  continuing   December 31,  continuing    April 30,  continuing
                                          2004  operations           2002  operations         2002  operations
                                     $ million                  $ million                $ million
         ------------------------------------------------------------------------------------------------------
         <S>                             <C>          <C>           <C>         <C>          <C>          <C>

                                        103.0        2.1 %          49.6        1.7 %       120.7         2.8%
         Net sales
         ------------------------------------------------------------------------------------------------------

         Operating income                 4.1        1.1 %          (6.4)      (3.3)%        (2.6)      (0.8)%
         ------------------------------------------------------------------------------------------------------

         Income/(loss) before
         taxes and minority
         interest                         4.1                       (6.4)                    (2.6)
         Income taxes                    (1.3)                       2.4                      0.9
         ------------------------------------------------------------------------------------------------------
         Income/(loss) from
         continuing operations            2.8                       (4.0)                    (1.7)
         ------------------------------------------------------------------------------------------------------
</TABLE>

     6.  Please provide additional explanation of the reasons underlying your
         reversal in fiscal 2003 of $55.4 million related to fiscal year
         2000/01 provisions for disposal of operations and related warranties.
         In addition, confirm that the reversal was recorded in "Gain/(loss)
         on disposal of discontinued operations" in the consolidated
         statements of income.

         In July 2000, the Company entered into an agreement to sell its
         UK Food Manufacturing business for a consideration of $1,653 million
         and, at that time, established a provision of $55.4 million in
         respect of representations and warranties given to the purchaser
         of the business.  The warranties given were extensive, however the
         most significant related to taxation and environmental issues.

         Environmental claims could be made on Tomkins until; (i) 5 years from
         completion (August 31, 2000) in relation to compliance issues at any
         property or for claims under the environmental warranties; (ii)
         10 years from completion in relation to remedial issues; and (iii)
         15 years from completion in relation to former sites. The tax
         warranties and indemnities last for 6 years from completion.

         During 2001 and 2002 the UK tax authorities conducted a special
         investigation of the Company, a significant part of which related
         to the UK Food Manufacturing business that had been disposed of.
         This investigation was closed in fiscal 2003.  Concurrently,
         management concluded that there was no other material amount
         that was likely to arise in respect of environmental and other
         tax issues for which representations and warranties had been
         provided to the purchaser.  Accordingly, the entire provision was
         released in fiscal 2003.

         We confirm that the reversal of the provision was included in the
         $49.6 million gain on disposal of discontinued operations recognized
         in fiscal 2003.

Note 6 - Income Taxes page F-18

7.       In view of the materiality on your results of operations, please
         provide significant expanded disclosure and explain the nature of
         amounts included in "Release of contingency" for fiscal 2004
         ($27.4 million) and fiscal 2003 ($147.9 million) in your
         reconciliation of income taxes at the UK statutory rates to the
         provision/(benefit) from income taxes in the consolidated statement
         of operations.  You should discuss why management believed these
         tax provisions were appropriately recognized in prior periods for
         financial statement purposes and are now recognized (reversed) as
         a tax benefit.

         Management performs a review, at least annually, of tax return
         filing positions and ongoing examination by taxing authorities of
         all of its subsidiaries around the world. Where management believes,
         based on all facts and circumstances, that the Company has a
         contingent tax liability, a best estimate of the eventual
         liability is recorded.

         Release of contingency for Fiscal Year 2004:
         During the fiscal year 2004, the Company released a provision of
         $27.4million.This release was primarily the result of the expiration
         of the general statute of limitations for the fiscal years 1999,
         2000 and 2001. The Company reached an agreement with the IRS that
         provided for a limited extension of the statute of limitations for
         fiscal 1999, 2000 and 2001 only with respect to one issue that was
         advancing to the "Fast Track Settlement" stage within the IRS.
         Management believed that this constituted a discrete event, and
         therefore, amounts previously accrued for exposures related to the
         fiscal years 1999, 2000 and 2001, other than the one open issue,
         were reversed.

         Release of contingency for Fiscal Year 2003 ($147m):  Prior to 2003,
         management made its best estimate of the likely liability arising
         on a "portfolio" of known tax  ex