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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 28, 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 September 14, 2005.

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

1       We note your response to prior comment 2. In future filings, please
        provide the disclosures required by Rule 5-02(3)(c) of Regulation S-X
        for receivables due under long-term contracts.

        In future filings, we will include the disclosures required by Rule
        5-02(3)(c) of Regulation S-X for receivables due under long-term
        contracts as requested.

Product warranties, page F-9

2.      We note your response to prior comment 3. Please provide disclosure in
        future filings of your accounting policy for product recall related
        liabilities. Provide your intended disclosure.

        In Future Annual Reports the Company will include the following
        accounting policy;

          "Provision is made for the cost of product recalls if management
          consider it probable that it will be necessary to recall a specific
          product and the amount can be reasonably estimated."

Note 4 - Acquisitions and disposals, page F-11

3.      We note your response to prior comment 5. It is not apparent from your
        response what impact the reclassification of the Dearborn Mid-West
        Conveyor Company ("Dearborn") had on the financial statements ended
        January 1, 2005. Please tell us the impact of Dearborn on continuing
        operations for the fiscal year ended January 1, 2005. In addition,
        explain why you were unable to secure a fair sale price for Dearborn
        and tell us if the Dearborn assets were subsequently evaluated for
        impairment. In this regard, please specifically tell us if the inability
        to secure a fair sale price for this business led management to
        conclude that the market price of the asset group may be significantly
        decreased and whether this impacted your assessment and evaluation in
        determining an estimate of fair value for impairment testing under the
        guidance in paragraphs 8 and 22 of FAS 144.

        In future filings, please disclose the effect on results of operations
        for the current and prior periods presented of management's decision not
        to discontinue the Dearborn operations.

        The impact of Dearborn on continuing operations for the fiscal year
        ended January 1, 2005 is detailed below.

                                                         Year ended     Percent
                                                         January 1,    of Group
                                                               2005  continuing
                                                          $ million  operations
------------------------------------------------------- ------------ -----------
------------------------------------------------------- ------------ -----------
Net sales                                                     118.0        2.2%
------------------------------------------------------- ------------ -----------
Operating income                                                5.9        1.2%
------------------------------------------------------- ------------ -----------
Income/(loss) before taxes and minority interest                5.9
Income taxes                                                   (0.9)
------------------------------------------------------- ------------ -----------
Income/(loss) from continuing operations                        5.0
------------------------------------------------------- ------------ -----------

During the unsuccessful  sale process we had two buyers  interested in Dearborn.
One was a financial  buyer who, after doing due  diligence,  concluded that this
was not a  business  for them.  The  second was a  strategic  buyer.  This buyer
completed  extensive due diligence  and  significant  progress was made with the
sale contract, however late on in the process a number of key issues arose which
could not be resolved. The two most important issues were as follows;

        (i)     The target working capital put forward by the purchaser would
                have resulted in a significant disguised purchase price
                reduction.

        (ii)    The purchaser wanted Tomkins to retain all pre-closing
                liabilities (including liabilities arising on projects in
                progress), and to guarantee the financial performance of
                incomplete projects.

        As a result of the above Tomkins concluded that the proposed deal was
        not commercial. At that time there were no other meaningful strategic
        buyers in the market and Dearborn was withdrawn from active sale.

        Although Dearborn was previously acquired by Tomkins, the carrying
        amount of the attributable goodwill had been reduced to $nil by the time
        Dearborn was first classified as held for sale in accordance with
        FAS144. When Dearborn was classified as held for sale it was measured at
        the lower of its carrying amount and its fair value less costs to sell.
        During that time, no loss was recognized for any initial or subsequent
        write-down to fair value less cost to sell. When Dearborn was
        reclassified as held and used, it was measured at the lower of its
        carrying amount before it was classified as held for sale, adjusted for
        the depreciation expense that would have been recognized had it been
        continuously classified as held and used, and its fair value.

        Although the failure to secure a commercial deal led to Dearborn being
        withdrawn from active sale, management did not at any time during the
        period under review consider that its fair value had fallen to such an
        extent that it was necessary to recognize a loss on the write-down of
        the asset in accordance with FAS144.

        The net assets of Dearborn were recorded at a carrying value of $22.7
        million at January 1, 2005.

        In future filings, we will disclose the effect on results of operations
        for the current and prior periods presented of management's decision
        not to discontinue the Dearborn operations as requested.

Note 6 - Income Taxes page F-18

4.      We note your response to prior comment 7. It is unclear from your
        response the nature of items related to the 2003 reversal of $147.9
        million. Please explain to us the nature of the items in question. In
        addition, for each item with a significant related reserve, explain to
        us why it was appropriate to reverse the reserve in fiscal 2003.

        The $147.9 million release mainly pertained to the Company's
        International Holding Structure, which is the organizational structure
        in which a UK Holding Company owns and operates its trading companies
        in other countries.

        The release related to a number of issues within this structure,
        specifically UK Controlled Foreign Company laws, UK residency of certain
        non-UK companies and double tax relief calculations.  These issues
        overlap, are interrelated and must be viewed as a "package" of issues,
        rather than separate items.  The release cannot be specifically itemized
        amongst the items, since one reserve relates to the overall package.

        In 2003 we performed a specific review of the likelihood of success and
        the probability of outcome with regard to the package issues outlined
        above and determined that, based upon the climate and knowledge of tax
        law in 2003, it was appropriate to make the release.  As we stated in
        our prior letter, UK legislation changed in mid 2000, however there was
        still uncertainty regarding the interpretation of this legislation and
        its application to Tomkins.  As a result, Tomkins management did not
        become comfortable with the impact of the changes on the Group's
        position until 2003, when it was felt appropriate to make the release.

Should you wish to discuss  the  Company's  responses,  please feel free to call
either myself on +44 20 8877 5140, or Elizabeth Lewzey, Vice-President, Planning
& Reporting, on +44 20 8877 5119.

Yours sincerely

/s/ Kenneth Lever

Kenneth Lever
Chief Financial Officer

cc:      James Nicol
         Chief Executive Officer
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