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SHACK
SIEGEL
KATZ
& FLAHERTY P.C.

COUNSELORS-AT-LAW

530
FIFTH
AVENUE

NEW
YORK,
NEW
YORK 10036

TELEPHONE:
(212) 782-0700

FACSIMILE:
(212) 730-1964

    PAMELA
      E.
      FLAHERTY

       DIRECT
      DIAL: (212) 782-0708

    pflaherty@sskfny.com

       DIRECT
      FAX: (646) 366-3724

April 14,
2005

United
States Securities and Exchange Commission

Division
of Corporation Finance

450 Fifth
Street, N.W.

Washington,
D.C. 20549

    Attention:
    Mr. Rufus Decker

    Accounting Branch
Chief

    Re:
    Enodis plc - Form 20-F for the fiscal year
      ended October 2, 2004

    File No.
      1-15032

Ladies
and Gentlemen:

This
letter is in response to your comment letter dated March 16, 2005 (the “Staff’s
Letter”) regarding the Staff’s review of the above referenced Form 20-F (the
“20-F”) of Enodis plc (the “Company”). For ease of reference, we have included
your headings and comments along with our responses.

Comment
applicable to your overall filing

    Comment
      1.

      Where
      a comment below requests additional disclosures or other revisions to be
      made, please show us in your supplemental response what the revisions will
      look like. Some of our comments refer to U.S. GAAP literature. If your
      accounting under U.K. GAAP differs from your accounting under U.S. GAAP,
      please also show us the additional disclosure that will be included in
      your U.S. GAAP reconciliation footnote. These revisions should be included
      in your future filings beginning to the extent practical with your report
      of Form 6-K accounting results for the 26 weeks ending about April 2,
      2005.

    Response:

      The
      Company’s responses and suggested additional disclosures for future
      filings are set out below.

      SHACK SIEGEL KATZ & FLAHERTY P.C.

    United States Securities and

       2

        April 14, 2005

    Exchange Commission

Item 3.   Key
Information

Selected
Financial Data, Page 2

    Comment
      2.

      Since
      each American Depository Share (ADS) represents four ordinary shares, also
      present per share information on an ADS equivalent. This information might
      also be included in Note 28, Supplementary Information for U.S.
      Investors.

    Response:

      At
      the end of fiscal 2004 the Company had over 401 million ordinary shares
      outstanding. The Company estimates that approximately 30% of its ordinary
      shares are beneficially owned by persons resident in the U.S. compared to
      approximately 0.25% (1 million ordinary shares) represented by ADS’s. The
      vast majority of U.S. resident beneficial owners own ordinary shares and
      not ADS’s. Therefore, the Company believes that the EPS figures provided
      are the most relevant to the U.S. investors, and providing equivalent ADS
      information in the Selected Financial Data and in Note 28 might be
      confusing. If the Staff disagrees with the Company’s view, however, the
      Company suggests that the changes only be made to the Selected Financial
      Data and not to Note 28 due to the relative significance of the ADS’s to
      our U.S. investors. Enclosed as Attachment 1 is a revised Selected
      Financial Data table showing ADS equivalent information. Attachment 2
      shows a revised Note 28 that also includes ADS equivalent information.

Item 4.
  Information
on the Company

    Comment
      3.

      You
      have disclosed under your product group discussion many brand names
      relating to the products you sell. Please expand your disclosure to
      discuss the importance of brand names to your
business.

    Response:

      The
      Company proposes to expand its future disclosure by adding the following
      as a second paragraph under the heading “Food Service Equipment” on page
      12 of the 20-F:

“We
believe our wide range of branded products is one of our competitive strengths.
We believe this makes us attractive to food service equipment dealers and
distributors, who can offer end-customers a broad range of food service
equipment simply by carrying our portfolio of branded products. Moreover, we
believe that brand recognition is a factor in the decision-making process of our
end-customers and that our portfolio of well known brands helps us to introduce
and increase sales of our other branded products to these customers.”

      SHACK SIEGEL KATZ & FLAHERTY P.C.

    United States Securities and

       3

        April 14, 2005

    Exchange Commission

Food
Service Equipment

End
Customers, Page 13

    Comment
      4.

      You
      have disclosed that no single food service equipment customer accounted
      for over 10% of your total turnover in Fiscal 2004. Please expand your
      disclosure to include whether there is a concentration of turnover in a
      small group of customers.

    Response:

      The
      Company advises that it does not have a concentration of turnover to a
      small group of food service equipment customers or end users. The
      Company suggests that in future
      filings, it clarify its disclosures by making the following
      changes:

    (a)

      The
      first sentence of the paragraph under the heading “End Customers” on page
      13 will be revised to read:

“The end
customer base for our food service equipment business is broad and diverse and
comprises global quick service restaurant chains and full service restaurants,
as well as contract caterers, hotel chains, multinational supermarkets, leisure
companies, beverage manufacturers, institutional customers such as hospitals,
schools and large industrial companies”.

    (b)

      The
      last sentence of the paragraph under the heading “End Customers” on page
      13 will be revised to read:

“We have
no concentrations of turnover to a small group of end customers, and no single
food service equipment customer accounted for over 10% of our total turnover in
Fiscal 2004.”

Environmental
Matters, Page 22

    Comment
      5.

      You
      have disclosed that some of your subsidiaries have been named as potential
      responsible parties with respect to certain sites. Please expand your
      disclosure to identify the sites and to include a discussion of each site
      so as to permit an assessment of your potential exposure. If material,
      please expand your disclosure to include the total amount of expenses
      related to environmental matters recorded in each of the periods
      presented. In addition, if applicable, please include the balance of any
      accrued amounts at each of the balance sheet dates. Please indicate in
      your response the line items in your financial statements for which these
      amounts were recorded.

      SHACK
      SIEGEL
      KATZ
      & FLAHERTY P.C.

    United States Securities and

       4

        April 14, 2005

    Exchange Commission

    Response:

      The
      Company advises that it has been named as a potentially responsible party
      with regard to only two sites namely:

    (i)

      the
      Seaboard Chemical site in Highpoint/Jamestown, North Carolina (Scotsman
      has been named as a potentially responsible party in connection with this
      site as a result of having disposed of five drums of waste at the site).
      At the end of fiscal 2004 the Company had not recognized a liability in
      respect of this claim.

    (ii)

      the
      Arivec Chemicals site in Douglasville, Georgia (Kysor//Warren has been
      named as a potentially responsible party in connection with this site.) In
      respect of this claim, the Company had recognized a liability of £0.2
      million at the end fiscal 2004, which was previously charged to operating
      profit/(loss).

In
neither case does the Company believe that it has a material exposure.
Additionally, the Company advises that total expenses related to environmental
matters in each of the periods presented (and accrued at each of the periods
ended) are not material. Considering this, the Company proposes to revise the
subject paragraph in future filings to read as follows:

“From
time to time, our subsidiaries may be named as a potentially responsible party
under the U.S. Comprehensive Environmental Response, Compensation, and Liability
Act of 1980 (also known as CERCLA or the Superfund law) and similar U.S. state
statutes in connection with the clean up of hazardous waste sites. Under these
laws, liability for the entire cost of the cleanup of contaminated sites can be
imposed upon any current or former site owners or operators, or upon any party
who sent waste to the site, regardless of the lawfulness of the original
activities that led to the contamination. Scotsman has been named as a
“potentially responsible party” in connection with the Seaboard Chemical site in
Highpoint/Jamestown, North Carolina as a result of having disposed of five drums
of waste at the site. We do not believe that we have a material exposure in
connection with this site. In addition, Kysor//Warren has been named as a
“potentially responsible party” in connection with the Arivec Chemicals site in
Douglasville, Georgia. Based upon calculations by the potentially responsible
parties of relative shares of waste disposed at Arivec, we do not believe that
we have a material exposure at that site.”

      SHACK SIEGEL KATZ & FLAHERTY P.C.

    United States Securities and

       5

        April 14, 2005

    Exchange Commission

Item 5.
  Operating
and Financial Review and Prospects

Liquidity
and Capital Resources, Page 33

    Comment
      6.

      You
      have stated in your risk factors on page 8 that some jurisdictions may
      restrict the repatriation of your non-U.K. earnings. Please expand your
      disclosure to include any legal restrictions you currently have regarding
      the ability or the ability your subsidiaries to pay dividends to
      affiliated companies. The present disclosure is too generalized to be
      useful. Any relevant disclosures contemplated by Rule [4-08(e)] of
      Regulation S-X should be made.

    Response:

      The
      Company advises that only the retained earnings at its Chinese operations
      require approval from local regulatory agencies before dividends can be
      paid. The Company does not have significant retained earnings (£1 million
      at the end of fiscal 2004) in China, so the risk at the present time is
      not material. In the preparation of future filings, if the position is
      still not material, the Company proposes to remove restricted earnings
      from its risk factor discussion.

With
reference to identifying the Company’s current restriction under “Liquidity and
Capital Resources”, the Company intends to add the following disclosure to the
second to last paragraph on page 34 in its future filings:

“We also
have restrictions in respect of repatriating retained earnings from our
operations in China, where approvals from local regulatory agencies are
required. The amount of retained earnings subject to such approvals at the end
of Fiscal 2004 was not material.”

The
Company advises that it will monitor the amount of restricted earnings in the
future and, if material, include the required disclosures under Rule 4-08(e) of
Regulation S-X.

    Comment
      7.

      You
      have disclosed on page 14, some of your most important new products.
      Please expand your disclosure to include information relating to the
      status of new products, your outlook on how these new products have
      impacted or will likely impact your revenue, margins, liquidity, capital
      commitments, and future growth.

      SHACK
      SIEGEL
      KATZ
      & FLAHERTY P.C.

    United States Securities and

       6

        April 14, 2005

    Exchange Commission

    Response:

      The
      Company only identifies in its disclosures new products that are ready for
      sale. In fact, with the exception of one product, the Company had sales of
      all of these new products during fiscal 2004. We refer the Staff to the
      entire discussion in the section under the heading “Product Development
      and Customized Solutions” (pages 13 and 14) as well as the Risk Factors on
      pages 6 and 7 of the 20-F entitled “Any loss of our large customers or any
      reductions in purchasing patterns of our large customers could adversely
      affect our operating results”; and “If we fail to successfully innovate
      and develop new products then our turnover, profitability and cash flows
      will be limited.” Additionally, the Company proposes to add the following
      additional disclosure in its future filings on page
14:

“New
product development is part of the ordinary course of our business. Except when
a new product is chosen by a large quick service restaurant chain for a full
roll out, the effect of the release of new products does not individually have a
material effect on our turnover or results of operations. Rather, new products
help the Company to refresh its product lines and remain competitive.”

If and to
the extent that any particular new product were to be material then the Company
would make appropriate disclosures at that time.

    Comment
      8.

      Please
      expand your disclosure in future filings to discuss any recent price
      increases or decreases and the related impact these price changes have had
      or will likely have on your results of operations, revenue and
      margins.

    Response:

      The
      Company will make such disclosures in future
filings.

Contractual
Payment Obligations, Page 36

    Comment
      9.

      Please
      revise your table of contractual payment obligations to include estimated
      interest payments on your debt. Because the table is aimed at increasing
      transparency of cash flow, we believe these payments should be included in
      the table. Please also disclose any assumptions you made to derive these
      amounts.

    Response:

      Due
      to uncertainty regarding future draw downs and repayments under the
      Company’s revolving credit facility and floating interest rates relating
      to these borrowings, the Company does not believe it is able to predict
      total future debt service costs for the purpose of the table on page 36.
      However, the debt service costs on the Company’s £100 million 10⅜% senior
      subordinated notes are known and therefore the Company proposes to add the
      following additional line to the table in future filings:

      SHACK
      SIEGEL
      KATZ
      & FLAHERTY P.C.

    United States Securities and

      7

        April 14, 2005

    Exchange Commission

      Payments
      due by period

      Contractual
      Obligations

      Total

      Less
      than

      1
      year

      1-3
      years

      3-5
      years

      More
      than 5 years

      (in
      millions)

      Interest
      on senior subordinated notes

      £83.1

      £10.4

      £20.8

      £20.8

      £31.1

The
Company also proposes to replace the second paragraph below the table on page 37
with the following:

“The
above table includes the cost of servicing our senior subordinated notes, for
which we have an obligation to make debt service payments on April 15 and
October 15 each year of £5.2 million up to and including April 15, 2012. The
projections shown in the above table assume that our senior subordinated notes
will be redeemed on their maturity in 2012. In addition to this, we have
obligations under various other debt agreements to make interest payments which
are not included in the table. These interest amounts will be subject to our
level of borrowings and the interest rates in future periods, and therefore the
amounts of these payments are not determinable. On October 2, 2004, we also had