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Correspondence

 ALSTON&BIRD LLP

 One Atlantic Center

 1201 West Peachtree Street

 Atlanta, Georgia 30309-3424

 404-881-7000

 Fax: 404-881-7777

 www.alston.com

R. David Patton

Direct Dial: 404-881-7951

E-mail: dave.patton@alston.com

 July 1, 2008

 Mr. H. Christopher Owings

 Assistant Director

 Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
Mohawk Industries, Inc.

Form 10-K for Fiscal Year Ended December 31, 2007, Filed February 29, 2008 and

Definitive Proxy Statement on Schedule 14A Filed April 7, 2008

File No. 001-13697

 Dear Mr. Owings:

 In connection with the review by the Securities and Exchange Commission of the above referenced filings of Mohawk Industries, Inc. (the
“Company”), set forth below are the Company’s responses to the Staff’s comments contained in the letter dated June 3, 2008 to Jeffrey S. Lorberbaum, Chairman and Chief Executive Officer of the Company.

 Form 10-K for the Fiscal year Ended December 31, 2007

 Management’s Discussion and Analysis of Financial 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 contributed 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 increase in selling
prices, higher demand in Europe, favorable Euro exchange rates, the 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 unfavorably
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 quantify the extent to which the changes are attributable to the various contributing
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.

 Atlanta • Charlotte • Dallas • New York • Research Triangle • Washington, D.C.

 Mr. H. Christopher Owings

 July 1, 2008

  Page
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 Response:

 The Company will comply with this request in future filings by quantifying, where possible, material changes to financial statement line items in Management’s Discussion and Analysis of Financial Conditions and
Results of Operations.

 Liquidity and Capital Resources, page 23

2.
We note your analysis of cash flows generated by operating activities. Please revise future filings to analyze the underlying reasons 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.

 Response:

 The Company will comply with
this request in future filings. Future filings will include analysis of the underlying reasons for the change similar to the Company’s disclosure included within the Liquidity and Capital Resources section on page 17 of the Company’s Form
10-Q dated March 29, 2008.

3.
Additionally, either here or elsewhere in your MD&A analysis, please address the fact that at both December 31, 2007 and March 29, 2008 your inventory levels appear
to be increasing at a time when your revenues are decreasing. You should provide your investors with insight from management 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 economy, and if the latter, you should provide insight as to management’s plans for reducing the level of inventory and whether you believe inventory impairments are more likely in 2008 than 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 trends 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 underlying 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.

Response:

 Mr. H. Christopher Owings

 July 1, 2008

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 The Company notes the Staff’s comment, and respectfully submits that the changes in inventory
levels relate primarily to the acquisition of certain wood flooring assets acquired in the third quarter of 2007, which is explained elsewhere in the MD&A. Inventories at December 31, 2007 and March 29, 2008 include approximately $60
million related to the wood flooring acquisition completed in the third quarter of 2007. When comparing the inventory levels for the stated periods above to balances at December 31, 2006 and March 31, 2007, respectively, inventory levels
have declined after excluding the impact of the acquisition, although foreign exchange impacts and higher raw material costs have somewhat offset the decline.

 The growth in inventory from December 31, 2007 to March 29, 2008 is due to anticipated seasonal changes in demand and is consistent with historical increases during the first quarter.

 Critical Accounting Policies, page 25

4.
We note your discussion of goodwill on page 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 explaining how you arrive at your estimates of fair value, how accurate such estimates have been in the past, how much the
estimates have changed in the past, and whether such estimates are reasonably likely to change in the future. You should also disclose your reporting units to provide your investors with better insight into the level at which you test 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 material effect on your financial statements. Refer to Section V of our Release 33-8350.

 Response:

 In response, the Company will provide the following disclosure in the critical accounting estimates section of Item 7 in its 2008 Form 10-K populated with 2008 data:

 Goodwill and indefinite-lived intangible assets are tested annually for impairment during the fourth quarter or earlier upon the
occurrence of certain events or substantive changes in circumstances. The goodwill impairment tests are based on determining the fair value of the specified reporting units based on management judgments and assumptions using the discounted cash
flows and market value approaches. The valuation approaches are subject to key judgments and assumptions that are sensitive to change such as judgments and assumptions about appropriate sales growth rates, operating margins, weighted average cost of
capital (“WACC”), and comparable company market multiples.

 Mr. H. Christopher Owings

 July 1, 2008

  Page
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 When developing these key judgments, the Company considers economic, operational and
market conditions that could impact the fair value of the reporting unit. However, estimates are inherently uncertain and represent only management’s reasonable expectations regarding future developments. These estimates and the assumptions
upon which the estimates are based will, in all likelihood, differ in some respects from actual future results. To date, changes in estimates in connection with the Company’s annual impairment analysis have not resulted in a change in the
Company’s impairment conclusion.

 Should a significant or prolonged deterioration in future economic conditions occur,
such as continued declines in spending for new construction, remodeling and replacement activities; the inability to pass increases in the costs of raw materials and fuel on to its customers; or a decline in comparable company market multiples, then
key judgments and assumptions could be impacted. Generally, a moderate decline in estimated operating income or a small increase in WACC could result in an indication of impairment.

 The Company has identified Mohawk, Dal-Tile, Unilin Flooring, Unilin Chipboard and Melamine, and Unilin Roofing as its reporting units
for the purposes of allocating goodwill and intangible assets as well as assessing impairments.

 The impairment test for
intangible assets not subject to amortization involves a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized
in an amount equal to that excess. The estimates of fair value of intangible assets not subject to amortization are determined using a discounted cash flows valuation. Significant judgments inherent in this analysis include assumptions about
appropriate sales growth rates, royalty rates, WACC and the amount of expected future cash flows. These judgments and assumptions are subject to the variability discussed above.

 The Company’s 200X annual impairment analyses, which were performed during the fourth quarter, did not indicate impairment.

 Item 9A. Controls and Procedures, page 67

5.
 As requested in comment four in our comment letter dated August 2, 2007 and as indicated in your response letter dated August 16, 2007, please confirm,
if true, that your controls and procedures were designed at the reasonable assurance level and that your principal executive officer and principal financial officer concluded that your disclosure controls and procedures are

 Mr. H. Christopher Owings

 July 1, 2008

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effective at the reasonable assurance level. If so, please revise your disclosure accordingly in future filings. In the alternative, remove the reference
to the level of assurance of your disclosure 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 Disclosure in
Exchange Act Reports, SEC Release No. 33-8238, available on our website at http://www.sec.gov/rules/final/33-8238.htm.

 Response:

 The Company notes the Staff’s comment. In future filings, the Company will modify its disclosure in the first paragraph of
Item 9A as shown below:

 Based on an evaluation of the effectiveness of the Company’s disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), which have been designed to provide reasonable assurance that such controls and procedures will meet their objectives, as of the end of
the period covered by this report, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that such controls and procedures were effective at a reasonable assurance level for the period covered by this report.

 Financial Statements for the Year Ended December 31, 2007

 Note 13 – Income Taxes, page 57

6.
We note from your tabular presentation on page 58 and from your disclosure on page 59 that you recognized an income tax benefit 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 the reasons for this tax restructuring and a more
detailed description of the intangible assets, and expand your disclosure to provide your investors with more information in light of the material impact of this transaction. In your response to us, please cite the applicable literature or otherwise
clearly support the basis for the step up in taxable basis.

 Response:

 Following the acquisition of Unilin in 2005, the Company indirectly owned a European entity that had historically managed Unilin’s patents and trade
names (“Intellectual Property”) and performed certain treasury functions for Unilin. In the fourth quarter of 2007, the Company moved the operations of this entity to a new office in another jurisdiction in Europe. The Company also
indirectly owned a holding company in the new jurisdiction that provided certain treasury functions to Unilin and the move allowed for the consolidation of the historical Intellectual Property and treasury

 Mr. H. Christopher Owings

 July 1, 2008

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 operations to be combined with those of the holding company’s treasury operations in a single jurisdiction in
order to integrate and streamline the operations, to facilitate other international acquisitions and to improve tax and cost efficiencies.

 Additionally, under applicable tax law in these jurisdictions, this movement is referred to as a change in residency of the entity. In connection with bringing new operations to the new jurisdiction, under applicable tax law, taxpayers are
able to “step-up” the basis of their intangibles to their fair market value as of the date operations are moved. Under applicable tax law in the original jurisdiction, there was not a step-up in the tax basis of the intellectual property
at the time of the Company’s acquisition of Unilin in 2005, and a deferred tax liability was recorded for the difference in the fair market value and the historical tax basis. As a result of moving the operations, that deferred tax liability no
longer exists. Further, due to the increase in fair market value of the underlying Intellectual Property since 2005, the fair market value now exceeds the book carrying value, resulting in a deferred tax asset.

 After due analysis, the Company does not believe this transaction qualifies for the inter company or any other specified exception under FAS 109 and
related guidance; therefore, the Company believes the principles of FAS109 ¶16 apply and has determined that the appropriate treatment is to recognize the entire deferred tax asset (benefit) immediately as a result of the single step in the
transaction that resulted in the step-up in tax basis. The step-up in basis was not elective, or legally contingent but a mandatory consequence of moving the management and control of the entity to the new jurisdiction.

 In addition, the Company will revise its disclosure in future filings in a manner substantially similar to the following:

 Form 10-K MD&A:

 The Company had an income tax benefit of $102.7 million, or (17.0%) of earnings before income taxes for 2007, compared to an income tax expense of $220.5 million, or 32.6% of earnings before income taxes for 2006. Following the acquisition
of Unilin, the Company indirectly owned a European entity that had historically managed Unilin’s patents and trade names (“Intellectual Property”) and performed certain treasury functions for Unilin. In the fourth quarter of 2007, the
Company moved the operations of this entity to a new office in another jurisdiction in Europe. The Company also indirectly owned a holding company in the new jurisdiction that provided certain treasury functions to Unilin and the move allowed for
the consolidation of the historical Intellectual Property and treasury operations to be combined with those of the holding company’s treasury operations in a single jurisdiction in order to integrate and streamline the operations, to facilitate
international acquisitions and to improve tax and cost efficiencies. This tax restructuring resulted in a step up in the subsidiary’s taxable basis, which resulted in