SecProbe.io

Mail Stop 3561

        June 3, 2008

By U.S. Mail and facsimile to (706) 602-0278

Jeffrey S. Lorberbaum
Chairman, President, and Chief Executive Officer
Mohawk Industries, Inc.
P.O. Box 12069
160 S. Industrial Blvd.
Calhoun, GA 30701

Re: Mohawk Industries, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2007
Filed February 29, 2008
Definitive Proxy Statement on Schedule 14A
Filed April 7, 2008
 File No. 001-13697

Dear Mr. Lorberbaum:

We have reviewed your filings and have the following comments.  Please provide a
written response to our comments.  Please be as detailed as nece ssary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filings.  We look forward to working with  you in these respects.  We welcome any
questions you may have about our comments or any other aspect of our review.  Feel free to call
us at the telephone numbers listed  at the end of this letter.

Jeffrey S. Lorberbaum
Mohawk Industries, Inc.
June 3, 2008 Page 2

In some comments we have asked you to provide us with additional information so we
may better understand your disclosure.  Please do so  within the time frame set forth below.  You
should comply with the remaining comments in a ll future filings, as applicable.  Please confirm
in writing that you will do so a nd also explain to us in sufficien t detail how you intend to comply
by providing us with your proposed  revisions.  Please understand that  after our review of all of
your responses, we may raise additional comments.

If you disagree with any of these comments, we  will consider your explanation as to why
our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.

Form 10-K for Fiscal Year Ended December 31, 2007

Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
19

Results of Operations, page 20

1. In future filings, where you describe two or more business reasons that contributed to a
material change in a financial statement line  item between periods, please quantify, where
possible, the extent to which each change cont ributed to the overall change in that line
item.  For example, you indicate that the increase in net sales of the Unilin segment from fiscal 2006 to fiscal 2007 was driven by an in crease in selling prices, higher demand in
Europe, favorable Euro exchange rates, th e acquisition of the Columbia wood flooring
business and an increase in patent revenues.  You also indicate that gross profit as a percentage of net sales for 2007 was unfavorab ly impacted by lower sales volume in the
U.S., higher raw material costs and plant shutdowns in the U.S. offset by price increases and higher demand in Europe.  Please quantif y the extent to which the changes are
attributable to the various c ontributing factors.  See Item 303(a) of Regulation S-K and
SEC Release No. 33-8350.  This comment also applies to your Form 10-Q for the quarterly period ended March 29, 2008.

Liquidity and Capital Resources, page 23

2. We note your analysis of cash flows generate d by operating activities.  Please revise
future filings to analyze the underlying reas ons for changes in your cash flows and to
better explain the variability  in your cash flows, rather  than merely reciting the
information seen on the face of your cash flow statement.  Refer to Section IV of our
Release 33-8350.

Jeffrey S. Lorberbaum
Mohawk Industries, Inc.
June 3, 2008 Page 3

3. Additionally, either here or elsewhere in your MD&A analysis, please address the fact
that at both December 31, 2007 and March 29, 2 008 your inventory levels appear to be
increasing at a time when your revenues are decreasing.  You should provide your investors with insight from ma nagement as to whether this  is a conscious decision by
management in anticipation of a future need for higher inventories or whether this is a
result of the slowing econom y, and if the latter, you s hould provide insight as to
management’s plans for reducing the leve l of inventory and whether you believe
inventory impairments are more likely in 2008 th an they have been in previous years.
We remind you that one of the primary objectives  of MD&A is to give readers a view of
the company through the eyes of management.  To do this, you should provide your investors with information about known tre nds and uncertainties that had or that you
reasonably expect will have a material effect on your results, and you should explain
management’s view of the implications and significance of the unde rlying factors causing
these trends so that readers can ascertain  the likelihood that past performance is
indicative of future performance.  Please refer to Item 303 of Regulation S-K and to
Section III of our Release 33-8350, and show us what your future disclosures will look
like.

Critical Accounting Policies, page 25

4. We note your discussion of goodwill on pa ge 26.  Given that goodwill comprises
approximately one-third of your total assets , please expand your critical accounting
policy for goodwill to focus on the assumptions  and uncertainties that underlie your
goodwill impairment testing, such as better e xplaining how you arrive at your estimates
of fair value, how accurate such estimates ha ve been in the past, how much the estimates
have changed in the past, and whether such es timates are reasonably likely to change in
the future.  You should also disclose your re porting units to provide your investors with
better insight into the level at which you te st goodwill for impairment.  You should also
quantify the sensitivity of your estimates to change, based on other outcomes that are
reasonably likely to occur and would have a ma terial effect on your financial statements.
Refer to Section V of our Release 33-8350.

Item 9A.  Controls a nd Procedures, page 67
5. As requested in comment four in our comment letter dated August 2, 2007 and as
indicated in your response le tter dated August 16, 2007, please conf irm, if true, that your
controls and procedures were  designed at the reasonable assurance level and that your
principal executive officer and principal financ ial officer concluded th at your disclosure
controls and procedures are effective at the reasonable assurance level.  If so, please

Jeffrey S. Lorberbaum
Mohawk Industries, Inc.
June 3, 2008 Page 4
revise your disclosure accordingly in future  filings.  In the alternative, remove the
reference to the level of assurance of your di sclosure controls and procedures included in
your current disclosure.  Please refer to Section II.F.4 of Management’s Reports on
Internal Control Over Financial Reporting and Certification of Disc losure in Exchange
Act Reports, SEC Release No. 33- 8238, available on our website at
http://www.sec.gov/rules/final/33-8238.htm .

Financial Statements for the Year Ended December 31, 2007

Note 13 – Income Taxes, page 57

6. We note from your tabular presentation on pa ge 58 and from your disclosure on page 59
that you recognized an income tax benef it of approximately $272 million during the
fourth quarter of 2007.  Please provide us  with more details regarding the tax
restructuring resulting in the step up in the foreign subsidiary’s taxable basis of its
intellectual property, including th e reasons for this tax restru cturing and a more detailed
description of the intangible assets, and expand your disclosure to provide your investors
with more information in light of the mate rial impact of this transaction.  In your
response to us, please cite the applicable literature or othe rwise clearly su pport the basis
for the step up in taxable basis.

Definitive Proxy on Schedule 14A

Compensation Discussion and Analysis, page 9
7. You have not provided a quantit ative discussion of all of the terms of the necessary
targets to be achieved for your named executive  officers to earn their annual incentive
awards and long-term incentives.  For exampl e, you have not disclosed the earnings per
share, earnings after capital charge, i nventory turn thresholds and Unilin EBITDA
amounts established by the Compensation Comm ittee.  Please disclose the specific
performance targets used to determine in centive amounts or provide a supplemental
analysis as to why it is appropriate to omit th ese targets pursuant to Instruction 4 to Item
402(b) of Regulation S-K.  To the extent that  it is appropriate to omit specific targets,
please provide the disclosure  pursuant to Instruction 4 to Item 402(b).  General
statements regarding the level of difficulty, or ease, associated with achieving performance goals either at the corporate or individual level are not sufficient.  In discussing how likely it will be for the company to achieve the target levels or other factors, provide as much detail as necessary  without providing information that poses a
reasonable risk of competitive harm.  We note that in 2008, the Senior Executive Bonus
Plan will replace the 2007 Executive Incentive Plan.

Jeffrey S. Lorberbaum
Mohawk Industries, Inc.
June 3, 2008 Page 5
8. We note that individual officer performan ce is an important factor in determining
compensation.  Please discuss how the specific forms of compensation are structured and
implemented to reflect each named executive officer’s individual performance and/or
individual contribution to th ese items of the registrant’s  performance, describing the
elements of individual performance and/or contribution that are ta ken into account.  See
Item 402(b)(2)(vii) of Regulation S-K.
9. We note that you have an employee severanc e plan.  Please include the disclosure
required by Item 402(j) of Re gulation S-K or tell us why you have not provided this
disclosure.  You should consider providing this disclosure in tabular form.

******
Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a letter that keys your respon ses to our comments and
provides any requested information.  Detailed letters greatly facilitate  our review.  Please
understand that we may have additional comments after reviewing your responses to our comments.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain  that they have provided all information investors
require for an informed decision.  Since the comp any and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.

In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclo sure in the 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

• 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filings or in response to our  comments on your filings.

Jeffrey S. Lorberbaum
Mohawk Industries, Inc.
June 3, 2008 Page 6

You may contact Regina Ba lderas, Staff Accountant, at (202) 551-3722 or Jennifer
Thompson, Accounting Branch Chief, at (202) 551-3737, if you have any questions regarding
the financial statements and related matters.  Plea se contact Ronald E. Al per, Staff Attorney, at
(202) 551-3329, Ellie Bavaria, Special Counsel, at  (202) 551-3238 or me at (202) 551-3720 with
any other questions.

Sincerely,

H. Christopher Owings
Assistant Director