SecProbe.io

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 January 27, 2026

James Brunk
Chief Financial Officer
MOHAWK INDUSTRIES INC
160 S. Industrial Blvd.
Calhoun, Georgia 30701

 Re: MOHAWK INDUSTRIES INC
 Form 10-K for the fiscal year ended December 31, 2024
 Filed February 20, 2025
 File No. 001-13697
Dear James Brunk:

 We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 January 13, 2026

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Ms. Anne McConnell

 Mr. Hugh West

 Re: Mohawk Industries, Inc.

 Form 10-K for Fiscal Year Ended December 31, 2024

 Filed February 20, 2025

 File No. 001-13697

 Dear Ms. McConnell and Mr. West:

 In connection with the review by the Securities
and Exchange Commission of the above referenced filing of Mohawk Industries, Inc. (the "Company"), set forth below are the
Company's responses to the Staff's comments contained in the letter dated December 19, 2025, to James F. Brunk, Chief Financial
Officer of the Company.

 The Staff's comments are set forth below in italics, followed
by our responses to the comments.

 Form 10-K for the Fiscal Year Ended December 31, 2024

 Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Critical Accounting Policies, page 33

 1. We note that you recorded material goodwill and intangible asset impairment charges in prior periods. We also note that the assessment
of goodwill for impairment is identified by your auditor as a critical audit matter in their audit report. Based on the continued materiality
of goodwill and intangible assets to your financial statements, underlying negative operating trends, and the fact that your net book
value exceeds your market capitalization, please more fully explain to us how you determined the estimated fair values of your reporting
units exceed their carrying values. In addition, to the extent you conclude an impairment charge that could materially impact your financial
statements is reasonable possible, expand your disclosures to address the following:

 • Disclose whether you performed an impairment test since your most recent annual impairment test and explain why or why not.

 • Disclose the number of reporting units with goodwill and state whether you performed quantitative or qualitative impairment tests
as of the most recent impairment test date.

 160
South Industrial Blvd. S.W. • P.O. Box 12089 • Calhoun, Georgia 30703-7002 • (800) 241-4494

 U.S. Securities and Exchange Commission January 13, 2026 Page 2

 • Disclose the percentages by which estimated fair values exceeded carrying value, as of the most recent impairment test date, for
each at risk reporting unit.

 • Disclose the amount of goodwill and the amount of intangible assets allocated to each at risk reporting unit.

 • More fully describe the methods and key assumptions used to estimate fair values, including how key assumptions are determined
and how key assumptions changed over relevant periods, including the reasons why they changed.

 • More fully discuss the degree of uncertainty associated with key assumptions, including specifics to the extent possible.

 • More fully describe the potential events and/or changes in circumstances that could reasonably be expected to negatively affect
each key assumption.

 • Explain if, and how, you consider differences between net book value and market capitalization in assessing the reasonableness
of the estimated fair values of your reporting units.

 Response:

 As described in Critical Accounting Policies in the Company's
Form 10-K for the fiscal year ended December 31, 2024, the Company has identified Global Ceramic, Flooring North America ("Flooring
NA") and Flooring Rest of the World ("Flooring ROW") as its reporting units for the purposes of allocating goodwill
as well as assessing impairments. As of the Company's 2024 annual goodwill impairment testing date, which was the first day of the
fourth quarter of 2024 (the "2024 Annual Impairment Test Date"), the Company completed quantitative goodwill impairment tests
(the "Annual Impairment Tests") and determined that the estimated fair values of its reporting units with goodwill exceeded
their carrying values and that the Company did not have any at-risk reporting units. Additionally, on an interim basis the Company assesses
if a triggering event has occurred that might reduce the fair value of a reporting unit below its carrying value in accordance with ASC
350-20-35-3C. The Company did not identify any triggering events during the year ended as of December 31, 2024.

 In 2025, the Company did not perform impairment tests at an interim
date as no triggering events or circumstances were identified that might reduce the fair value of a reporting unit below its carrying
value. The Company completed quantitative goodwill impairment tests for the Flooring NA and Flooring ROW reporting units as of the Company's
2025 annual goodwill impairment testing date, which was the first day of the fourth quarter of 2025 (the "2025 Annual Impairment
Test Date").

 The percentages by which estimated fair values exceeded carrying value
as of the 2024 Annual Impairment Test Date for each reporting unit is as follows ($ in millions):

 Reporting Unit
 Estimated Fair Value
 Carrying Value
 Excess Estimated Fair Value
 Percentage Excess Estimated Fair Value

 Flooring NA
 $4,634
 $3,101
 $1,533
 49.5%

 Flooring ROW
 $3,596
 $3,244
 $352
 10.9%

 160
South Industrial Blvd. S.W. • P.O. Box 12089 • Calhoun, Georgia 30703-7002 • (800) 241-4494

 U.S. Securities and Exchange Commission January 13, 2026 Page 3

 Although the Flooring ROW excess is only 11%, the Company does not
believe the reporting unit is at risk. This assessment is based on the fact that Flooring ROW is currently experiencing a cyclical downturn
in performance, and the long-term outlook remains positive. Third-party economic data supports anticipated recoveries in the housing market
and projected reductions in interest rates, which are expected to drive growth in residential remodeling The Company also performed a
quantitative analysis to support the qualitive factors by applying sensitivities to assumptions and inputs used in measuring the reporting
unit's fair value which resulted in the fair value exceeding the carrying value.

 The disaggregation of the Company's goodwill balance of $1,112.1
million as of December 31, 2024, is as follows:

 $ in millions

 Global Ceramic
 -

 Flooring NA
 372.3

 Flooring ROW
 739.8

 Total
 1,112.1

 Consistent with historical practice, in connection with the Company's
2024 Annual Impairment Tests, the Company engaged a third-party valuation specialist to assist with impairment testing. Quantitative tests
were performed for the Company's reporting units. The quantitative tests utilized both an income approach using management judgments
and assumptions regarding discounted cash flows as well as a comparable company market valuation approach. These two approaches were equally
weighted to determine an overall estimated fair value.

 The Company also completed additional valuation procedures on the Global
Ceramic reporting unit as well as certain Corporate segment operations not allocated to reporting units. Finally, a market capitalization
reconciliation was performed to corroborate the estimated fair values of all of the reporting units. For more information on the methods
and key assumptions used to estimate fair values as well as the degree of uncertainty associated with key assumptions, please see the
Company's proposed Critical Accounting Policies disclosure below.

 As of the 2024 Annual Impairment Test Date, the Company's market
capitalization of $10,023M exceeded the Company's net book value of equity of $7,856M by $2,167M. As of December 31, 2024, the Company's
market capitalization declined to $7,519M, and the Company's net book value of equity was $7,557M. Therefore, as of December 31,
2024, the Company's book value was $38M greater than market capitalization ($38M excess book value). As of December 31, 2024, the
Company performed an updated market capitalization reconciliation, along with other analyses on potential triggering events in ASC 350-20-35-3C,
and concluded that it was not more-likely-than-not that the fair values of the Flooring NA or Flooring ROW reporting units were less than
their carrying values as of December 31, 2024, and therefore no additional goodwill impairment testing needed to be performed as of December
31, 2024.

 160
South Industrial Blvd. S.W. • P.O. Box 12089 • Calhoun, Georgia 30703-7002 • (800) 241-4494

 U.S. Securities and Exchange Commission January 13, 2026 Page 4

 A summary of the results of the Annual Impairment Test as of the 2024
Annual Impairment Test Date is as follows ($ in millions):

 Reporting Unit
 Estimated Fair Value

 Global Ceramic and Corporate
 2,553

 Flooring NA
 4,634

 Flooring ROW
 3,596

 Total Estimated Fair Value
 10,783

 Plus: Total Debt
 2,182

 Estimated Total Invested Capital
 12,965

 Market Capitalization
 10,023

 Plus: Total Debt
 2,182

 Market Total Invested Capital
 12,205

 Implied TIC Control Premium
 6.2 %

 The Company also performed sensitivity analyses on the implied control
premium by using share prices 15-days as well as 30-days prior to the 2024 Annual Impairment Test Date and noted implied TIC control premiums
of 8.5 to 9.3%, which is the low end of the range of transaction control premiums. These implied TIC control premiums are considered well
within reasonable ranges.

 In consideration of the Staff's comments, the Company believes
that it is reasonably possible that an impairment charge could materially impact our financial statements. As such, the Company proposes
to provide the additional disclosures below in the Critical Accounting Policies section of its Form 10-K for the fiscal year ended December
31, 2025.

 Critical Accounting Policies

 In accordance with the provisions of the FASB ASC Topic 350, Intangibles-Goodwill
and Other , the Company tests goodwill and other intangible assets with indefinite lives, which for the Company are tradenames, for
impairment on an annual basis on the first day of the fourth quarter (or on an interim basis if a triggering event occurs that might reduce
the fair value of the reporting unit below its carrying value). Such triggering events or circumstances could include a significant change
in the business climate, legal factors, operating performance or trends, competition, or sale or disposition of a significant portion
of a reporting unit.

 160
South Industrial Blvd. S.W. • P.O. Box 12089 • Calhoun, Georgia 30703-7002 • (800) 241-4494

 U.S. Securities and Exchange Commission January 13, 2026 Page 5

 In 2025, the Company did not perform impairment tests at an interim
date as no triggering events or circumstances were identified that might reduce the fair value of the reporting unit below its carrying
value.

 The goodwill impairment tests are based on determining the fair value
of the specified reporting units relying on management judgments and assumptions using the discounted cash flows under the income approach
classified in Level 3 of the fair value hierarchy and comparable company market valuation classified in Level 2 of the fair value hierarchy.
The valuation approaches are subject to key judgments and assumptions that are sensitive to change, such as judgements and assumptions
about appropriate sales growth rates, operating margins, Weighted Average Cost of Capital ("WACC"), capital expenditures and
comparable company market multiples.

 The Company completed quantitative goodwill impairment tests for the
Flooring NA and Flooring ROW reporting units in 2025. In determining the fair value of the reporting units, the Company used both an income
approach and market approach to estimate the fair value of the reporting units, and with both approaches weighted equally when determining
the estimated fair value. The Company engaged a third-party valuation specialist to assist in developing these estimated and valuation
approaches.

 · Under the income approach, estimated future discounted cash flows were used
to estimate the fair value of the reporting unit. The income approach required the Company's management to make certain market participant
key assumptions such as growth rates, operating margins, and WACC and capital expenditures.

 · Under the market approach, the Company estimated the fair value of a reporting
unit based on market multiples of earnings for benchmark companies that have similar risks, participate in similar markets and compete
with the Company directly.

 · Valuation multiples were selected based on a financial benchmarking analysis
that compared each reporting unit's operating results with the comparable companies' information. In addition to these financial
considerations, qualitative factors such as variations in growth opportunities and overall risk among the benchmark companies were considered
in the ultimate selection of the multiple.

 In order to corroborate the estimated fair value conclusions of the
Company's reporting units, the Company combined the estimated fair values for all reporting units and performed a market capitalization
reconciliation to assess the reasonableness of the implied control premium. The Company also compared its market capitalization to net
book value of equity to assess the implied control premium for reasonableness. The Company also applied sensitivities to assumptions and
inputs used in measuring the reporting unit's fair value to address estimation uncertainty.

 The Company has not made any material changes to the valuation methodology
utilized to assess goodwill impairment since the date of its last annual impairment test, which is the first day of the fourth quarter
of 2025.

 The Company determined the fair value of each of our reporting units
exceeded their respective carrying values as of the date of its last annual impairment test.

 The Company will continue to monitor the performance of the reporting
units to ensure no interim indications of possible impairment have occurred before the next annual goodwill impairment assessment at the
beginning of the fourth quarter of 2026.

 160
South Industrial Blvd. S.W. • P.O. Box 12089 • Calhoun, Georgia 30703-7002 • (800) 241-4494

 U.S. Securities and Exchange Commission January 13, 2026 Page 6

 Item 8. Consolidated Financial Statements and Supplementary Data

 Notes to the Consolidated Financial Statements

 (17) Segment Reporting, page 76

 2. We note you present both gross profit (loss) and operating income (loss). Please clearly identify the measure or measures of a
segment's profit or loss that the chief operating decision maker uses in assessing segment performance and deciding how to allocate
resources. If the CODM uses more than one measure of a segment's profit or loss in assessing segment performance and deciding how
to allocate resources, disclose the measure required to be reported, which is the measure that management believes is determined in accordance
with the measurement principles most consistent with those used in measuring the corresponding amounts in the consolidated financial statements.
For each measure of a segment's profit or loss used by the CODM, please disclose and discuss how the CODM uses the measure in assessing
segment performance and deciding how to allocate resources. Refer to ASC 280-10-50-28A, 50-29(f) and 55-47(bb).

 Response:

 The Company respectfully acknowledges the Staff's comment and
explains that while segment Gross profit (loss) is included in the financial information that is provided to the CODM for informational
purposes, the CODM does not use segment Gross profit (loss) when assessing performance and allocating resources. The CODM uses the segment
Operating income (loss) to allocate resources and assess performance. Therefore, the Company believes it is the metric required to be
disclosed under the guidance in ASC 280-10-50-28A. In future filings, the Company plans to present only this required measure.

 To address the Staff's comment and limit confusion on the metric
used by the CODM in future filings, the Company will revise Note (17) to re

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<TEXT>
 December 19, 2025

James Brunk
Chief Financial Officer
MOHAWK INDUSTRIES INC
160 S. Industrial Blvd.
Calhoun, Georgia 30701

 Re: MOHAWK INDUSTRIES INC
 Form 10-K for the fiscal year ended December 31, 2024
 Filed February 20, 2025
 File No. 001-13697
Dear James Brunk:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the fiscal year ended December 31, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Critical Accounting Policies, page 33

1. We note that you recorded material goodwill and intangible asset
impairment charges
 in prior periods. We also note that the assessment of goodwill for
impairment is
 identified by your auditor as a critical audit matter in their audit
report. Based on the
 continued materiality of goodwill and intangible assets to your
financial statements,
 underlying negative operating trends, and the fact that your net book
value exceeds
 your market capitalization, please more fully explain to us how you
determined the
 estimated fair values of your reporting units exceed their carrying
values. In addition,
 to the extent you conclude an impairment charge that could materially
impact your
 financial statements is reasonable possible, expand your disclosures to
address the
 following:
 Disclose whether you performed an impairment test since your most
recent annual
 December 19, 2025
Page 2

 impairment test and explain why or why not.
 Disclose the number of reporting units with goodwill and state
whether you
 performed quantitative or qualitative impairment tests as of the
most recent
 impairment test date.
 Disclose the percentages by which estimated fair values exceeded
carrying value,
 as of the most recent impairment test date, for each at risk
reporting unit.
 Disclose the amount of goodwill and the amount of intangible
assets allocated to
 each at risk reporting unit.
 More fully describe the methods and key assumptions used to
estimate fair values,
 including how key assumptions are determined and how key assumptions
changed
 changed over relevant periods, including the reasons why they
changed.
 More fully discuss the degree of uncertainty associated with key
assumptions,
 including specifics to the extent possible.
 More fully describe the potential events and/or changes in
circumstances that
 could reasonably be expected to negatively affect each key
assumption.
 Explain if, and how, you consider differences between net book
value and market
 capitalization in assessing the reasonableness of the estimated fair
values of your
 reporting units.
Item 8. Consolidated Financial Statements and Supplementary Data
Notes to the Consolidated Financial Statements
(17) Segment Reporting, page 76

2. We note you present both gross profit (loss) and operating income (loss).
Please
 clearly identify the measure or measures of a segment s profit or loss
that the chief
 operating decision maker uses in assessing segment performance and
deciding how to
 allocate resources. If the CODM uses more than one measure of a segment
s profit or
 loss in assessing segment performance and deciding how to allocate
resources,
 disclose the measure required to be reported, which is the measure that
management
 believes is determined in accordance with the measurement principles most
consistent
 with those used in measuring the corresponding amounts in the
consolidated financial
 statements. For each measure of a segment s profit or loss used by the
CODM, please
 disclose and discuss how the CODM uses the measure in assessing segment
 performance and deciding how to allocate resources. Refer to ASC
280-10-50-28A,
 50-29(f) and 55-47(bb).
3. We note you disclose selling, general and administrative expenses by
segment. Please
 tell us whether any other significant segment expenses are regularly
provided to the
 CODM or easily computable from information that is regularly provided to
the
 CODM. In particular, tell us your consideration of presenting cost of
sales by
 segment, which is easily computable from gross profit and net sales. In
addition, for
 each reportable segment, disclose an amount for other segment items,
along with a
 description of the composition of other segment items. Refer to ASC
280-10-50-26A,
 50-26B and 55-15B.
 December 19, 2025
Page 3
4. Please provide reconciliations of the totals of your reportable
segments' measures of
 profit or loss to your consolidated income before income taxes, in
accordance with
 ASC 280-10-50-28C and 50-30(b).

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Anne McConnell at 202-551-3709 or Hugh West at
202-551-3872 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
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United States securities and exchange commission logo
January 12, 2023
James F. Brunk
Chief Financial Officer
Mohawk Industries, Inc.
160 S. Industrial Blvd.
Calhoun, GA 30701
Re:Mohawk Industries, Inc.
Form 10-K for the Year Ended December 31, 2021
Filed February 23, 2022
File No. 001-13697
Dear James F. Brunk:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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CORRESP

 January 9, 2023

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Manufacturing

 100 F Street, NE

Washington, D.C. 20549

Attn:

 Mr. Jeffrey Gordon

Ms. Jean Yu

Re:

 Mohawk Industries, Inc.

 Form 10-K for Fiscal Year Ended December 31, 2021

 Filed February 23, 2022

Form 8-K Filed October 27, 2022

File No. 001-13697

 Dear Mr. Gordon and Ms. Yu:

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 December 14, 2022, to James F. Brunk, Chief Financial Officer of the Company.

The Staff’s comments are set forth below in italics, followed by our responses to the comments.

Form 10-K for the Fiscal Year Ended December 31, 2021

Item 8. Consolidated Financial Statements and Supplementary Data (10) Long-Term Debt, page 64

1.
 We note your credit facilities include certain affirmative and negative covenants that impose restrictions
on your financial and business operations. For each class of debt, please tell us whether you were in compliance with the covenants as of the reporting date.

Response:

 The Company was in compliance with all
of the covenants included in its credit facilities, for each class of debt, as of the respective reporting date.

 160 South Industrial
Blvd., S.W. • P.O. Box 12089 • Calhoun, Georgia 30703-7002 • (706) 624-2660 • (800) 241-4494

Facsimile: (706) 624-2483 • E-Mail:
dave_patton@mohawkind.com

 U.S. Securities and Exchange Commission

January 9, 2023

 Page: 2

 Form 8-K Filed October 27, 2022

Exhibit 99.1, page 1

2.
 We note that you have reconciled EBITDA and Adjusted EBITDA to operating income (loss). Question 103.01 of
the updated Non-GAAP Compliance and Disclosure Interpretations issued on April 4, 2018, states EBITDA is defined as “earnings before interest, taxes, depreciation and amortization,” with
earnings intended to mean net income rather than operating income. In future filings, please reconcile EBITDA and Adjusted EBITA to net (loss) earnings including noncontrolling interests.

Response:

 The Company acknowledges the
Staff’s comment and in future filings will reconcile EBITDA and Adjusted EBITDA to net (loss) earnings including noncontrolling interests in accordance with Question 103.01 of the updated Non-GAAP
Compliance and Disclosure Interpretations issued on April 4, 2018.

 If you have any questions or further comments regarding these responses, please
contact the undersigned by email at Dave_Patton@Mohawkind.com or by phone at (706) 624-2660.

Very truly yours,

/s/ R. David Patton

R. David Patton,

Vice President-Business Strategy and General Counsel

cc:    James F. Brunk,
 Chief Financial Officer

William W. Harkins, VP-Chief Accounting Officer

and Corporate Controller

Paul J. Nozick, Alston & Bird, LLP

 160 South Industrial
Blvd., S.W. • P.O. Box 12089 • Calhoun, Georgia 30703-7002 • (706) 624-2660 • (800) 241-4494

Facsimile: (706) 624-2483 • E-Mail:
dave_patton@mohawkind.com

United States securities and exchange commission logo
December 14, 2022
James F. Brunk
Chief Financial Officer
Mohawk Industries, Inc.
160 S. Industrial Blvd.
Calhoun, GA 30701
Re:Mohawk Industries, Inc.
Form 10-K for the Year Ended December 31, 2021
Filed February 23, 2022
Form 8-K Filed October 27, 2022
File No. 001-13697
Dear James F. Brunk:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2021
Item 8. Consolidated Financial Statements and Supplementary Data
(10) Long-Term Debt, page 64
1.We note your credit facilities include certain affirmative and negative covenants that
impose restrictions on your financial and business operations.  For each class of debt,
please tell us whether you were in compliance with the covenants as of the reporting
date.
Form 8-K Filed October 27, 2022
Exhibit 99.1, page 1
2.We note that you have reconciled EBITDA and Adjusted EBITDA to operating income
(loss).  Question 103.01 of the updated Non-GAAP Compliance and Disclosure

 FirstName LastNameJames F. Brunk
 Comapany NameMohawk Industries, Inc.
 December 14, 2022 Page 2
 FirstName LastName
James F. Brunk
Mohawk Industries, Inc.
December 14, 2022
Page 2
Interpretations issued on April 4, 2018 states EBITDA is defined as "earnings before
interest, taxes, depreciation and amortization," with earnings intended to mean net income
rather than operating income.  In future filings, please reconcile EBITDA and Adjusted
EBITA to net (loss) earnings including noncontrolling interests.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Jeffrey Gordon at 202-551-3866 or Jean Yu at 202-551-3305 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

Mail 3561
July 14, 2016

Frank H. Boykin
Chief Financial Officer and Vice President -Finance
Mohawk Industries , Inc.
160 S. Industrial Blvd.
Calhoun, Georgia 30701

Re: Mohawk Industries, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2015
Filed February 29, 2016
File No. 001 -13697

Dear Mr. Boykin :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securi ties laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include the
information the Securities Exchange Act of 1934 and all applicable rules requir e.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

CORRESP
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		Document

One Atlantic Center

1201 West Peachtree Street

Atlanta, GA  30309-3424

404-881-7000

Fax: 404-881-7777

www.alston.com

Paul J. Nozick

 Direct Dial: 404-881-7451

 Email: paul.nozick@alston.com

July 7, 2016

Via EDGAR

Mr. Jim Allegretto

Senior Assistant Chief Accountant

Office of Consumer Products

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Re:

 Mohawk Industries, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2015

Filed February 29, 2016

File No. 001-13697

Dear Mr. Allegretto:

In connection with the review by the Securities and Exchange Commission of the above referenced filing 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 7, 2016 to Frank H. Boykin, Chief Financial Officer of the Company.

Form 10-K for the Fiscal Year Ended December 31, 2015

Item 6. Selected Financial Data, page 20

1.

 We note you changed your calculation of working capital such that it now appears to exclude the current portion of long-term debt. Please tell us the reasons for excluding the current portion of long-term debt in your calculation of working capital. Please also tell us your consideration for providing the disclosures required by Item 10(e)(1)(i) of Regulation S-K related to the use of this measure, or explain to us how your calculation of working capital is consistent with the definitions of working capital and current liabilities in the ASC Master Glossary.

Response:

The current portion of long-term debt was excluded from the calculation of working capital as of December 31, 2015 due to the significant increase in commercial paper borrowings for the planned January 15, 2016 bond payment, which caused the short-term debt balance to be unusually high when compared to prior periods. The Company believed the adjusted working capital calculation presented working capital on a more comparable basis. The Company acknowledges the Staff’s comment and in future filings will ensure the calculation of working capital

Securities and Exchange Commission

Page 2

for all periods presented is consistent with the definitions in the ASC Master Glossary, or will provide the relevant disclosures required by Item 10(e)(1)(i) in all future filings when a non-GAAP financial measure is presented.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Year Ended December 31, as Compared with Year Ended December 31, 2014, page 24

2.

 We note from the remarks made by management during the fourth quarter 2015 earnings call that the carpet industry is experiencing decreasing average prices and a lower growth rate. While you broadly discuss changes in pricing and volume for each segment, if material to any of your segments, please separately discuss the impact of changes in price and volume for your carpet business on your results, particularly on your sales and gross profit, as well as known material trends related to this business. Refer to Item 303(A)(3)(ii) and (3)(iii) of Regulation S-K.

Response:

The Company acknowledges the Staff’s comment and in all future filings will separately discuss material changes in volume, on the one hand, and changes in price and product mix, on the other, for product categories within its segments. Please note that the Company tracks the aggregate net effect of price and product mix and does not split those two components.  Management believes that tracking such information separately is not practical without undue expense and effort.  Moreover, reporting price and mix in the aggregate provides the reader with insight into the same data set that is used by management in the operation of the business, which is reflected in the remarks made by management during the fourth quarter 2015 earnings call.

In the case of the Flooring North America segment, net sales for the fiscal year ended December 31, 2015 were negatively impacted by price and product mix of approximately $114 million, the majority of which was related to carpet products.  Among other factors, the negative price/mix impact on the Company’s carpet products was partly driven by a shift in consumer preferences from soft to hard surface products and from nylon to lower priced polyester carpet fibers.  The Company will discuss in its future filings these and other known trends affecting product categories that are material to segment results.

The following disclosures have been taken from the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (MD&A) section of the Company’s Form 10-K for the fiscal year ended December 31, 2015 and revised to add the underlined text, illustrating the expanded narrative discussion as if the Company had provided the requested information in its 10-K for the fiscal year ended December 31, 2015.  The revised disclosure is illustrative of what the Company will provide in future filings, as appropriate.

MD&A-Net sales:

“Flooring NA Segment-Net sales increased $161.1 million, or 4.7%, to $3,602.1 million for 2015, compared to $3,441.0 million for 2014. The increase was primarily attributable to higher sales volume of approximately $275 million, or 8%, partially offset by the unfavorable net impact of price and product mix of approximately $114 million, or 3%, the majority of which was attributable to price and mix in carpet. Of the $275 million increase in volume, approximately $77 million was attributable to the IVC Group acquisition.”

MD&A-Overview:

“A majority of the Company’s sales and long-lived assets are located in the United States and Europe. The Company expects continued strong performance in the United States market as residential housing starts and remodeling continue to rebound. In Europe, the Company’s operations improved on a local basis despite a challenging macro-economic environment. The Company also has operations in Mexico and Russia where the Company is growing market share, especially in its ceramic tile product lines. While the

Securities and Exchange Commission

Page 3

Company is performing well in the local markets where it operates, the Company expects that a strong U.S. dollar will continue to impact the translation of its foreign operating results.

The floor covering industry continues to experience a change in product mix as hard surface products grow faster than carpet. The increasing sales of polyester carpets are reducing the average selling prices of the product category. The Company believes that it is well positioned in all product types to satisfy these changes in customer trends.”

Item 8. Consolidated Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements

(9) Long-Term Debt, page 56

3.

 We note that your 2015 Senior Credit Facility restricts “dividends and other similar restricted payment.” Please tell us how you considered the applicability of the disclosure requirements of Rule 4-08(e) of Regulation S-X and Schedule I as described in Rule 5-04 of Regulation S-X.

Response:

The Company’s Amended and Restated Senior Credit Facility dated as of March 26, 2015, as amended by the First Amendment thereto dated as of March 1, 2016, is filed as an exhibit to its Current Reports on Form 8-K filed on March 27, 2015 and March 4, 2016 (collectively, the “2015 Senior Credit Facility”).  Under the 2015 Senior Credit Facility, there are no restrictions on the payment of dividends as long as, after giving effect to the dividend, there is no default continuing under the 2015 Senior Credit Facility and (A) the Company’s Consolidated Interest Coverage Ratio is not less than 3.00 to 1.00, and (B) the Company’s Consolidated Net Leverage Ratio   is not greater than 3.75 to 1.00.   The Consolidated Interest Coverage Ratio is the ratio of Consolidated EBITDA to Consolidated Cash Interest Expense, and the Consolidated Net Leverage Ratio is the ratio of Consolidated Net Funded Indebtedness to Consolidated EBITDA (in each case, as such terms are defined in the 2015 Senior Credit Facility).  As of the fiscal year ending December 31, 2015, the Consolidated Interest Coverage Ratio was 18.631 and the Consolidated Net Leverage Ratio was 2.213. Based upon the Consolidated EBITDA at December 31, 2015, the Company calculates that it could have incurred additional indebtedness of approximately $2.2 billion without triggering any restrictions on dividends.

Accordingly, the Company believes that the provisions of the Credit Agreement do not represent a restriction to the Company’s consolidated subsidiaries’ ability to pay dividends or to the successful future operations of the Company, and disclosure requirements of Rule 4-08(e) of Regulation S-X and Schedule I as described in Rule 5-04 of Regulation S-X are not required as of December 31, 2015.

The following disclosure has been taken from the Company’s Form 10-K for the fiscal year ended December 31, 2015 and revised to add the underlined text, illustrating the expanded narrative discussion as if the Company had provided the requested information in its 10-K for the fiscal year ended December 31, 2015:

“The 2015 Senior Credit Facility includes certain affirmative and negative covenants that impose restrictions on the Company's financial and business operations, including limitations on liens, subsidiary indebtedness, fundamental changes, asset dispositions, dividends and other similar restricted payments, transactions with affiliates, future negative pledges, and changes in the nature of the Company's business. These limitations are subject to exceptions. The Company is also required to maintain a Consolidated Interest Coverage Ratio of at least 3.0 to 1.0 and a Consolidated Net Leverage Ratio of no more than 3.75 to 1.0, each as of the last day of any fiscal quarter.  The limitations contain customary exceptions or, in certain cases, do not apply as long as the Company is in compliance with the financial ratio requirements and is not otherwise in default.”

Securities and Exchange Commission

Page 4

Finally, Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; 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.

If you have any questions or further comments regarding these responses, please contact the undersigned by email at paul.nozick@alston.com or by phone at (404) 881-7451.

Very truly yours,

/s/ Paul J. Nozick

Paul J. Nozick

cc:    Jeffrey S. Lorberbaum

Frank H. Boykin

R. David Patton

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One Atlantic Center

1201 West Peachtree Street

Atlanta, GA  30309-3424

404-881-7000

Fax: 404-253-8253

www.alston.com

Paul J. Nozick

 Direct Dial: 404-881-7451

 Email: paul.nozick@alston.com

June 17, 2016

Via EDGAR

Ms. Melissa Blume

Staff Accountant

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549-3561

Re:

 Mohawk Industries, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2015

Filed February 29, 2016

File No. 1-13697

Dear Ms. Blume:

Reference is made to the letter dated June 7, 2016 containing the Staff’s comments on the 2015 Form 10-K of Mohawk Industries, Inc. (the “Company”).  On behalf of the Company, and as per our conversation yesterday, we advise the Staff that the Company will provide responses to the Staff’s comments no later than July 7, 2016.

Thank you for your attention to this matter.  If you require any additional information, please do not hesitate to contact me directly at (404) 881-7451.

Very truly yours,

/s/ Paul J. Nozick

Paul J. Nozick

cc:    Frank H. Boykin, Mohawk Industries, Inc.

R. David Patton, Mohawk Industries, Inc.

Mail Stop 3561
June 7, 2016

Frank H. Boykin
Chief Financial Officer and Vice President -Finance
Mohawk Industries , Inc.
160 S. Industrial Blvd.
Calhoun, Georgia 30701

Re: Mohawk Industries, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2015
Filed February 29, 2016
File No. 001 -13697

Dear Mr. Boykin :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2015

Item 6. Selected Financial Data , page 20

1. We note you changed your calculation of working capital such that it now appears to
exclude the current portion of long -term debt.  Please tell us the reasons  for excluding the
current portion of long -term debt in your calculation of working capital.  Please also tell
us your consideration for providing the disclosures required by Item 10(e)(1)(i) of
Regulation S -K related to the use of this measure, or explain  to us how your calculation
of working capital is consistent with the definitions of working capital and current
liabilities in the ASC Master Glossary.

Frank H. Boykin
 Mohawk Industries, Inc.
 June 7, 2016
 Page 2

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Year  Ended December 31, 2015, as Compared with Year Ended December 31, 2014 , page 24

2. We note from the remarks made by management during the fourth quarter 2015 earnings
call that the carpet industry is experiencing decreasing average prices and a lower growth
rate.  While you broadly discuss changes in pricing and volume for each segment, if
material to  any of your segments, please separately discuss the impact of changes in price
and volume for your carpet business on your results, particularly on your sales and gross
profit, as well as known material trends related to this business.  Refer to Item
303(A)(3)(ii) and (3)(iii) of Regulation S -K.

Item 8. Consolidated Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements

(9) Long -Term Debt, page 56

3. We note that your 2015 Senior Credit Facility restricts “dividends and other similar
restricted payment.”  Please tell us how you considered the applicability of the disclosure
requirements of Rule 4 -08(e) of Regulation S -X and Sch edule I as described in Rule 5 -04
of Regulation S -X.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all  applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not forec lose
the Commission from taking any action with respect to the filing; 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.

Frank H. Boykin
 Mohawk Industries, Inc.
 June 7, 2016
 Page 3

 You may contact Melissa Blume, Staff Accountant at (202) 551 -7128 or Jennifer
Thompson, Accounting Branch Chief at (202) 551 -3737, if you have questions regarding
comments on the financial statements and related matters.  Please contact me at (202) 551 -3849
with any other questions.

Sincerely,

 /s/ Jim Allegretto

Jim Allegretto
Senior Assistant Chief Accountant
Office of Consumer Products

Mail Stop 3561

November 23, 2015

Mohawk Industries, Inc.
Frank H. Boykin
Chief Financial Officer
160 S. Industrial Blvd.
Calhoun, Georgia  30701

Re: Mohawk Industries, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2014
Filed February 27, 2015
File No. 1-13697

Dear Mr. Boykin :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing 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.  We urge all persons who are responsible for the
accuracy a nd adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

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One Atlantic Center

1201 West Peachtree Street

Atlanta, GA  30309-3424

404-881-7000

Fax: 404-253-8253

www.alston.com

Paul J. Nozick

 Direct Dial: 404-881-7451

 Email: paul.nozick@alston.com

November 12, 2015

Via EDGAR

Ms. Jennifer Thompson

Accounting Branch Chief - Office of Consumer Products

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549-3561

Re:

 Mohawk Industries, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2014

Filed February 27, 2015

File No. 1-13697

Dear Ms. Thompson:

In connection with the review by the Securities and Exchange Commission of the above referenced filing of Mohawk Industries, Inc. (the “Company”), set forth below are the Company’s responses to the Staff’s comments contained in the letter dated October 16, 2015 to Frank H. Boykin, Chief Financial Officer of the Company.

Form 10-K for the Fiscal Year Ended December 31, 2014

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Year Ended December 31, 2014, as Compared with Year Ended December 31, 2013

Gross Profit, page 22

1.

 We note your response to comment 2. Please refer to your discussion of the factors impacting changes in cost of sales within your operating income section and explain to us in further detail how your discussion captures the significant components of cost of sales, such as material, labor and other applicable expenses. Further, we note your discussion of higher input costs impacting your operating income and have read the prepared remarks from your first quarter 2015 earnings transcript which included a statement that “raw material costs were higher than in the same period last year.” If higher input costs are reasonably expected to affect your future results, we believe you should

Ms. Jennifer Thompson

November 12, 2015

Page 2

highlight, to the extent applicable, whether such movements are expected to cause future results to differ from historical results. Please also tell us and revise your disclosures to define the term “operations productivity” and clarify how you calculate the amounts disclosed in your gross profit and operating income discussions. Refer to Item 303(A)(3)(ii) of Regulation S-K.

Response:

The factors impacting cost of sales discussed within the Company’s operating income section are operations productivity and input costs. Operations productivity is defined as (1) savings from capital investments that contribute to manufacturing efficiency and (2) manufacturing cost reduction initiatives. Operations productivity can vary by segment depending on the types of capital investments and cost reduction initiatives implemented. Input costs include material, labor and energy costs. For the fiscal year ended December 31, 2014, the components of the $49 million of input costs were $20 million of energy costs, $15 million of material costs and $14 million of labor costs. The Company does not believe that the individual components were material to the change in operating income for the period. In future filings the Company will replace references to “operations productivity” with “savings from capital investments and various cost reduction initiatives” and separately discuss the components of input costs where material.

Trends related to input costs are difficult to predict due to market volatility and limited visibility with our suppliers. In future filings, when known, the Company will discuss such trends when they are expected to cause future results to differ materially from historical results.

The following disclosure has been taken from the Company’s Form 10-K for the fiscal year ended December 31, 2014 and revised to add the underlined text, illustrating the expanded narrative discussion as if the Company had provided the requested information in its Form 10-K for the fiscal year ended December 31, 2014:

Operating income for 2014 was $772.8 million (9.9% of net sales) reflecting an increase of $225.9 million, or 41.3%, compared to operating income of $546.9 million (7.4% of net sales) for 2013. The increase in operating income was primarily attributable to higher sales volume of approximately $89 million, increases in operations productivity savings from capital investments and cost reductions initiatives of approximately $86 million, lower restructuring, acquisition and integration-related costs of approximately $60 million, inventory step-up related to the Marazzi acquisition of approximately $31 million and partially offset by higher input costs of approximately $49 million.

Income tax expense, page 23

2.

 We note your response to comment 4. Although we believe that your proposed disclosure revisions will be useful to investors, it appears that additional disclosures should be provided to highlight the impact that the geographical mix of your income had on your income tax expense and effective tax rate. We note that foreign earnings before income taxes increased by over 100% from fiscal 2013 to 2014, whereas the respective domestic increase was only 15%. Considering your foreign effective tax rate appears to have fluctuated between approximately (3%) and (10%) during the annual periods presented and your domestic effective tax rate fluctuated between approximately 33% and 43%, we believe that a cross-reference to your income tax footnote does not adequately explain the movements in your income tax expense or effective tax rates. Accordingly, please consider revising your discussion to separately explain the reasons for fluctuations in your domestic and foreign effective tax rates, to quantify your domestic and foreign effective tax rates, and to quantify the impact of the geographical mix of your income on your income tax expenses and effective tax rates.

Ms. Jennifer Thompson

November 12, 2015

Page 3

Response:

In 2013, the Company closed three acquisitions (Marazzi, Pergo and Spano) that together doubled the size of its organization outside of North America.  Net sales outside of North America grew from $989.2 million in 2012 to $1,836.6 million in 2013, and then to $2,255.6 million in 2014 (reflecting the incorporation of the full year operating results of the 2013 acquisitions).   As the Company’s foreign operations increased dramatically in scale over the period, the Company took a number of steps related to its worldwide businesses that impacted net earnings (see below).

For the year ended December 31, 2014, the Company’s worldwide earnings before taxes increased by $218.3 million compared to the prior year.  As further discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Form 10-K, the increase was the result of several factors, including an increase in sales volume due to the Marazzi, Pergo, and Spano acquisitions; operations productivity gains, favorable impact of price and product mix; and lower restructuring, acquisition and integration-related costs.  In addition, SG&A costs were reduced as an overall percentage of sales.

Of the total worldwide increase in the earnings before taxes, $175.4 million of the increase (from $156.9 million to $332.3 million) was attributable to non-US operations. Some of our business actions that contributed to the increase in non-US earnings before taxes are listed below:

•

 The Company developed a new European ceramic organization and implemented a new business strategy to improve our product offering, manufacturing and sales execution

•

 The Company optimized intercompany financing arrangements and rationalized the number of legal entities in its organization

•

 The Company completed the integration of the Pergo business

•

 The Company introduced industry-leading products with unique features in the Laminate and Wood segment and replaced the entire European Pergo offering

•

 The Company finalized the Spano integration and completed the first phase of its manufacturing reconfiguration, improving efficiencies and margins

•

 The Company delivered significant ceramic product sales growth in Mexico by expanding its product offering and increasing customer base

For 2013, the Company’s foreign tax benefit was $15.6 million, resulting in an effective tax rate of (9.9%).  Partly due to the actions outlined above, the Company’s 2014 foreign tax benefit was $10.4 million, yielding an effective tax rate of (3.1%). The year-over-year tax expense increase of $5.2 million was primarily comprised of the following:

•

 Increase in income tax expense of $20.4 million largely due to the increase in the underlying non-US earnings before taxes discussed above

•

 Decrease in income tax expenses of $7.4 million due to notional tax benefit

•

 Decrease in income tax expense of $7.8 million as a result of a favorable court case rendered on the Company’s behalf

On the domestic side, the 2013 acquisitions and the related actions described above resulted in the increase of the Company’s earnings before tax by $42.9 million, from $288.6 million in 2013 to $331.5 million in 2014.  On its 2013 domestic earnings of $288.6 million, the Company recorded an income tax expense of $94 million, for an effective tax rate of 32.6%.  The business actions implemented above resulted in incremental U.S. tax of approximately $48 million year-over-year resulting in an increased domestic tax expense of $142 million, for an effective tax rate of 42.8%.  Approximately $17 million of the increased tax expense resulted from increased earnings subject to statutory tax rates, approximately $23 million of the increased income tax expense was the result of Subpart F income, and the balance of $8 million resulted from numerous other immaterial actions.

Ms. Jennifer Thompson

November 12, 2015

Page 4

The following disclosure has been taken from the Company’s Form 10-K for the fiscal year ended December 31, 2014 and revised to add the underlined text, illustrating the expanded narrative discussion as if the Company had provided the requested information in its Form 10-K for the fiscal year ended December 31, 2014:

For 2014, the Company recorded income tax expense of $131.6 million on earnings from continuing operations before income taxes of $663.9 million for an effective tax rate of 19.8%, as compared to an income tax expense of $78.4 million on earnings from continuing operations before income taxes of $445.6 million, resulting in an effective tax rate of 17.6% for 2013.  The increase in effective tax rates was primarily attributable to additional tax expense on a $218.3 million increase in foreign and domestic earnings (including approximately $23 million of increased tax expense arising out of Subpart F income) partially offset by a $7.4 million notional tax benefit in Italy and a $7.8 million tax benefit as a result of a favorable court case in Italy.  See Note 15-Income Taxes.

In addition, the Company proposes to add the following disclosure to Note 15-Income Taxes in its annual reports on Form 10-K and to include a cross reference to the footnote in the relevant sections of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The geographic dispersion of earnings and losses contributes to the period-to-period changes in the Company’s effective tax rates.  Approximately one-half of the Company’s current year earnings from continuing operations before income taxes was generated in the United States at a combined federal and state effective tax rate that is higher than the Company’s overall effective tax rate. The Company is also subject to taxation in many other jurisdictions where it has operations, including Australia, Belgium, Ireland, Italy, Luxembourg, Malaysia, Mexico, the Netherlands, Russia and Spain.  The effective tax rates that the Company pays in these jurisdictions vary widely, but they are generally lower than the Company’s overall effective tax rate.  The Company’s domestic effective tax rates for 2013 and 2014 were 32.6% and 42.8%, respectively, and its non-U.S. effective tax rates for 2013 and 2014 were (9.9%) and (3.1%), respectively.  The difference in rates applicable in foreign jurisdictions results from a number of factors, including lower statutory rates, historical loss carry-forwards, financing arrangements and other factors.  The Company’s effective tax rate has been and will continue to be impacted by the geographical dispersion of the Company’s earnings and losses.  To the extent that domestic earnings increase while the foreign earnings remain flat or decrease, or increase at a lower rate, the Company’s effective tax rate will increase.

Item 8. Consolidated Financial Statements and Supplementary Data

(16) Commitments and Contingencies, page 66

3.

 We have reviewed your response to comment 10 and note that you settled your U.S. antitrust case within a month after your Form 10-K filing date. Please expand on the reasons why you were unable to estimate the amount of loss or range of loss for this case as of your Form 10-K filing date. In doing so, please provide us with a sufficiently detailed background of the settlement negotiations, including when they were initiated and the party that initiated the process.

Response:

The Company evaluates its litigation exposures and the appropriateness of its reserves related to litigation under the analysis required by Statement of Financial Accounting Standards No. 5 and FASB Accounting Standards Codification Subtopic 450-20.  That is, the Company assesses whether the likelihood of a negative outcome is remote, reasonably possible or probable.  If probable, the Company attempts to estimate the amount of the loss or range of loss.

Ms. Jennifer Thompson

November 12, 2015

Page 5

Since late 2013, the Company periodically attempted to engage in settlement discussions with respect to the U.S. class action against the Company on behalf of direct purchasers of polyurethane foam.  In August 2014 two larger co-defendants settled with the plaintiff class on a basis that approximated a percentage of each co-defendant’s several liability to the class.  In light of these known settlements, the Company determined an estimated range of loss in the third quarter of 2014 with the low end equal to a settlement on a similar basis to the recently announced settlements and the high end equal to the maximum amount recoverable by plaintiffs in the direct purchaser class.  The Company accrued a charge based on its several liability, which was the minimum amount of the reasonably estimable range of liability.

However, the plaintiffs were unwilling to discuss settlement with the Company on a several liability basis on the grounds that the Company was jointly and severally liable for damages allegedly suffered by the class, and the plaintiffs insisted that the Company pay a “public company” premium in order to settle the case.  Plaintiffs would not even discuss settlement with the Company unless the Company offered a settlement amount many times higher than the maximum liability the Company faced on a several basis.

The Company consistently refused to engage in settlement discussions anywhere near the levels demanded by the plaintiffs in order to come to the table, and was prepared to take the case to trial, where it believed it had a reasonable likelihood of success.  In addition, the Company had pursued interlocutory appeals to the Circuit Court and ultimately to the Supreme Court.  As of the filing of the Form 10-K on February 27, 2015, the Company’s request for certiorari remained pending at the Supreme Court.

Since the Company accrued the charge in the third quarter of 2014, the Company made numerous attempts to initiate negotiations with the plaintiffs regarding settlement, but the Company was not able to convince plaintiffs to participate in negotiations until after the Company filed its Form 10-K.  The plaintiffs finally agr

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One Atlantic Center

1201 West Peachtree Street

Atlanta, GA  30309-3424

404-881-7000

Fax: 404-253-8253

www.alston.com

Paul J. Nozick

 Direct Dial: 404-881-7451

 Email: paul.nozick@alston.com

October 20, 2015

Via EDGAR

Ms. Jennifer Thompson

Accounting Branch Chief - Office of Consumer Products

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549-3561

Re:

 Mohawk Industries, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2014

Filed February 27, 2015

File No. 1-13697

Dear Ms. Thompson:

Reference is made to your letter dated October 16, 2015 containing the Staff’s further comments on the 2014 Form 10-K of Mohawk Industries, Inc. (the “Company”).  On behalf of the Company, and as per our conversation yesterday, we advise the Staff that the Company will provide responses to the Staff’s comments no later than November 13, 2015.

Thank you for your attention to this matter.  If you require any additional information, please do not hesitate to contact me directly at (404) 881-7451.

Very truly yours,

/s/ Paul J. Nozick

Paul J. Nozick

cc:    Frank H. Boykin, Mohawk Industries, Inc.

R. David Patton, Mohawk Industries, Inc.

Mail Stop 3561

October 16, 2015

Mohawk Industries, Inc.
Frank H. Boykin
Chief Financial Officer
160 S. Industrial Blvd.
Calhoun, Georgia  30701

Re: Mohawk Industries, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2014
Filed February 27, 2015
Response dated September 17, 2015
File No. 1-13697

Dear Mr. Boykin :

We have reviewed  your September  17, 2015 response to our comment letter and have the
following comment s.  In our comment s, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to these comment s within ten busine ss days by providing t he requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comment s apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comment s, we may have  additional comments.
Unless we note otherwise, our references to prior comments are to comments in our August 20,
2015 letter .

Form 10 -K for the Fiscal Year Ended December 31, 2014

Item 7. Management’s Discussion and Analysis of Financial Co ndition and Results of
Operations

Year Ended December 31, 2014, as Compared with Year Ended December 31, 2013

Gross Profit, page 22

1. We note your response to comment 2.  Please refer to your discussion of the factors
impacting changes in cost of sales within your operating income section and explain to us
in further detail how your discussion captures the significant components of cost of sales,
such as material, labor and other applicable expenses.   Further, we note your discussion

Frank H. Boykin
Mohawk Industries, Inc.
October 16 , 2015
Page 2

 of higher input costs impacting your operating income and have read the prepared
remarks from your first quarter 2015 earnings transcript which included a st atement  that
“raw material costs were higher than in the same period last year.”  If higher input costs
are reasonably expected to affect your future results , we believe you should highlight, to
the extent applicable, whether such movements  are expected to  cause future results to
differ from historical results.  Please also tell us and revise your disclosures to define the
term “operations productivity” and clarify how you calculate the amounts disclosed in
your gross profit and operating income discussions .  Refer to Item 303(A)(3)(ii)  of
Regulation S -K.

Income tax expense, page 23

2. We note your response to comment 4.  Although we believe that your proposed
disclosure revision s will be useful to investors, it appears that additional disclosures
should be provided to highlight the impact that the geographical mix of your income had
on your income tax expense and effective tax rate.  We note that foreign earnings before
income tax es increased by over 100% from fiscal 2013 to 2014, whereas the respective
domestic increase was only 15%.  Considering your foreign effective tax rate appears to
have fluctuated between approximately (3%) and (10%) during the annual periods
presented and your domestic effective tax rate fluctuated between approximately 33%
and 43%, we believe that a cross -reference to your income tax footnote does not
adequately explain the movements in your income tax expense or effective tax rates.
Accordingly, please c onsider revising  your discussion to separately explain  the reasons
for fluctuations in your domestic and foreign effective tax rates , to quantify your
domestic and foreign effective tax rates , and to quantify the impact of the geographical
mix of your inco me on your income tax expenses and effective tax rates.

Item 8. Consolidated Financial Statements and Supplementary Data

(16) Commitments and Contingencies, page 66

3. We have reviewed your response to comment 10 and note that you settled your U.S.
antitrust case within a month after your Form 10 -K filing date.  Please expand on the
reasons why you were unable to estimate the amount  of loss  or range of loss for this case
as of your Form 10 -K filing date.  In doing so, please provide us with a sufficiently
detailed background of the settlement negotiations, including when they were initiated
and the party that initiated the process .

Frank H. Boykin
Mohawk Industries, Inc.
October 16 , 2015
Page 3

 You may contact Robert Babula, Staff Accountant at  (202) 551 -3339  or Andrew Blume,
Staff Accountant at (202) 551 -3254  if you have questions regarding our comment s on the
financial statements and related matters.  Please contact  me at (202) 551 -3737  with an y other
questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

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		CORRESP

One Atlantic Center

1201 West Peachtree Street

Atlanta, GA  30309-3424

404-881-7000

Fax: 404-253-8253

www.alston.com

Paul J. Nozick

 Direct Dial: 404-881-7451

 Email: paul.nozick@alston.com

September 17, 2015

Via EDGAR

Ms. Jennifer Thompson

Accounting Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549-3561

Re:

 Mohawk Industries, Inc.

Form 10-K for Fiscal Year Ended December 31, 2014

Filed February 27, 2015

File No. 001-13697

Dear Ms. Thompson:

In connection with the review by the Securities and Exchange Commission of the above referenced filing of Mohawk Industries, Inc. (the “Company”), set forth below are the Company’s responses to the Staff’s comments contained in the letter dated August 20, 2015 to Frank H. Boykin, Chief Financial Officer of the Company.

Form 10-K for the Fiscal Year Ended December 31, 2014

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview, page 20

1.

 Based on your disclosures on page 63, we note that you generated 50% of your pretax income from foreign operations in fiscal year 2014.  Please tell us what consideration you gave to separately discussing the results and trends of the geographic regions and/or countries in which you operate. We note that management discusses geographic results and trends during quarterly earnings calls and it appears such information would be useful to investors. Please also disclose, if material, revenues and long-lived assets by individual country. Refer to the guidance in Item 101(d) and Item 303 of Regulation S-K and SEC Release No. 33-8350.

Ms. Jennifer Thompson

September 17, 2015

Page 2

Response:

The Company acknowledges the Staff’s comment and in all future filings will include expanded geographic trends and results as discussed during the quarterly earnings calls. The following disclosure has been taken from the Company’s Form 10-K for the fiscal year ended December 31, 2014 and revised to add the underlined text, illustrating the expanded narrative discussion as if the Company had provided the requested information in its Form 10-K for the fiscal year ended December 31, 2014:

“Net earnings attributable to the Company were $532.0 million, or diluted EPS of $7.25 for 2014 compared to net earnings attributable to the Company of $348.8 million, or diluted EPS of $4.82 for 2013. The increase in EPS was primarily attributable to increases in sales volume partially related to the acquisitions, improved operations productivity, lower restructuring, acquisition and integration charges, favorable net impact of price and product mix, partially offset by higher input costs and higher taxes primarily due to the geographical dispersion of earnings and losses for the comparable periods.

A majority of the Company’s sales and long-lived assets are located in the United States and Europe.   The Company expects continued strong performance in the United States market as residential housing starts and remodeling continue to rebound. In Europe, the Company’s operations improved on a local basis across all product categories despite a challenging macro-economic environment. The Company also has operations in Mexico and Russia where the Company is growing market share, especially in its ceramic tile product lines.

Pursuant to the guidance in Item 101(d), the Company has historically disclosed revenues and long-lived assets by geography in its segment footnote. The Company has viewed the North American region and the United States as materially the same region in that sales and long-lived assets in the United States represent over 90% of the sales and long-lived assets in North America for all years presented in the Form 10-K for the fiscal year ended December 31, 2014. In response to your comment, the Company will separately disclose sales and long-lived assets for the United States in future filings. No other country represents more than 10% of the Company’s total net sales.

In future filings, the Company’s geographic long-lived assets disclosure will include the United States, Belgium and all other countries. No other country represents more than 10% of the Company’s total long-lived assets. The following table represents the Company’s proposed disclosure as if the Company had provided the requested information in its Form 10-K for the fiscal year ended December 31, 2014:

 2014

 2013

 2012

Geographic net sales:

United States

 $

 5,233,796

 5,083,605

 4,470,816

All other countries

 2,569,650

 2,265,149

 1,317,164

 $

 7,803,446

 7,348,754

 5,787,980

Long-lived assets:

United States

 $

 2,381,891

 2,187,026

 1,821,738

Belgium

 988,843

 951,881

 854,035

All other countries

 936,828

 1,298,928

 402,850

 $

 4,307,562

 4,437,835

 3,078,623

Gross Profit, page 22

2.

 Tell us what consideration you gave to expanding your gross profit discussion to provide more insight into the factors underlying the change in your cost of sales and the material trends and uncertainties associated with your cost of sales. In this regard, we note cost of sales is a material expense for you and we assume it could potentially vary across your three segments. Your current analysis of cost of

Ms. Jennifer Thompson

September 17, 2015

Page 3

sales within your analysis of gross profit appears relatively brief. Refer to Item 303(a)(3)(i) of Regulation S-K.

Response:

In response to your comment, the Company respectfully submits that it provides detailed segment discussions providing insight into the factors underlying the changes in net sales and operating income, including a discussion of significant factors impacting changes in cost of sales within the Company’s discussion of operating income. As such, the Company believes it would be repetitive to provide a separate discussion of cost of sales as a stand-alone item within the discussion of gross profit.

Selling, general and administrative expenses, page 22

3.

 Please discuss SG&A on an absolute basis in addition to relative to sales. While we expect that most selling costs track closely with changes in sales, we assume that general and administrative costs are effectively fixed within certain ranges of sales volume. Therefore, we believe it would be meaningful to discuss the nature and amount of the dollar changes in such costs, if material, and the specific factors driving those changes. Please also quantify the impact of foreign exchange rates on SG&A expense.

Response:

The Company has discussed the specific factors driving the dollar changes to SG&A expense, along with the impact of foreign exchange rates on SG&A beginning with our Form 10-Q for the quarter ended April 4, 2015. The Company included the following discussion of SG&A in its most recently filed Form 10-Q for the quarter ended July 4, 2015:

“Selling, general and administrative expenses for the three months ended July 4, 2015 were $359.3 million (17.6% of net sales), compared to $352.6 million (17.2% of net sales) for the three months ended June 28, 2014. As a percentage of net sales, selling, general and administrative expenses increased 40 basis points. The increase in selling, general and administrative expenses in dollars was primarily attributable to approximately $22 million of costs associated with higher sales volumes due to higher legacy sales, acquisitions and new product introductions, and increased employee costs of approximately $5 million, partially offset by the positive impact of foreign exchange rates of approximately $21 million.”

The Company will continue to discuss these factors in future filings, including the Form 10-K for the fiscal year ending December 31, 2015. In response to your comment, the Company will also provide the amount of the dollar change in general and administrative costs, if material. The following disclosure has been taken from the Company’s Form 10-K for the fiscal year ended December 31, 2014 and revised to add the underlined text and delete the strikethrough text, illustrating the expanded narrative discussion as if the Company had provided the requested information in its Form 10-K for the fiscal year ended December 31, 2014:

“Selling, general and administrative expenses for 2014 were $1,381.4 million (17.7% of net sales), an increase of $7.5 million compared to $1,373.9 million (18.7% of net sales) for 2013. Selling, general and administrative expenses decreased as a percentage of net sales compared to the prior year primarily due to increased sales volume. As a percentage of net sales, selling, general and administrative expenses decreased 100 basis points, primarily due to increased sales volumes. The increase in selling, general and administrative expenses in dollars was primarily attributable to expenses approximately $71 million of costs associated with acquired businesseshigher sales volumes due to higher legacy sales, acquisitions and new product introductions, and increased employee costs of approximately $12 million, partially offset by lower restructuring, acquisition and integration-related costs andof approximately $32 million, improved efficiencies. of approximately $32 million and the positive impact of foreign exchange rates of approximately $10 million.”

Ms. Jennifer Thompson

September 17, 2015

Page 4

Income tax expense, page 23

4.

 Based on your income tax footnote disclosures, it appears that there is a significant disparity in the effective tax rates of your domestic and international operations. Please revise your discussion to separately discuss the reasons for fluctuations in domestic and foreign effective tax rates and consider quantifying your domestic and foreign effective tax rates. If a particular country contributes disproportionately to your income based on significantly lower tax rates, explain the impact such tax structures had on your results. If changes in the geographical mix of income were a significant driver of changes in your effective tax rate, please explain to us and disclose the facts and circumstances leading to the changes in the geographical mix of income and whether you expect these changes to continue.  In this regard, an overview of how your effective tax rate may be impacted by a mix of earnings among your domestic and foreign operations would appear useful to an investor. We refer you to Item 303(a)(3)(i) of Regulation S-K and Section III.B of SEC Release No. 33-8350.

Response:

The Company’s effective tax rate has been and will continue to be impacted by its geographical dispersion of earnings and losses.  To the extent that domestic earnings increase while foreign earnings remain flat or decrease, the Company’s effective tax rate will increase.  In future filings, the Company will expand the narrative discussion to better explain how the Company’s effective tax rate is derived, and include a cross reference to the income taxes footnote of the Company’s consolidated financial statements where the investor will find the information required to calculate the applicable rates.  The following disclosure has been taken from the Company’s Form 10-K for the fiscal year ended December 31, 2014 and revised to add the underlined text, illustrating the expanded narrative discussion as if the Company had provided the requested information in its Form 10-K for the fiscal year ended December 31, 2014:

“For 2014, the Company recorded income tax expense of $131.6 million on earnings from continuing operations before income taxes of $663.9 million for an effective tax rate of 19.8%, as compared to an income tax expense of $78.4 million on earnings from continuing operations before income taxes of $445.6 million, resulting in an effective tax rate of 17.6% for 2013. Approximately one-half of the Company’s 2014 earnings from continuing operations before income taxes was generated in the United States at a combined federal and state effective tax rate that is higher than the Company’s overall effective tax rate. The Company is also subject to taxation in many other jurisdictions where it has operations, including Australia, Belgium, Ireland, Italy, Luxembourg, Malaysia, Mexico, the Netherlands, Russia and Spain.  The effective tax rates that the Company pays in these jurisdictions vary widely, but they are generally lower than the Company’s overall effective tax rate.  The difference in rates applicable in foreign jurisdictions results from a number of factors, including lower statutory rates, historical loss carry-forwards, financing arrangements and other factors.  The Company’s effective tax rate has been and will continue to be impacted by the geographical dispersion of the Company’s earnings and losses.  To the extent that domestic earnings increase while the foreign earnings remain flat or decrease, the Company’s effective tax rate will increase. For detailed information regarding the Company’s tax expense, see Note 15 to the consolidated financial statements.”

Liquidity and Capital Resources, page 25

5.

 Please provide a comparative discussion of each section of your cash flows (i.e., operating, financing, and investing) between all comparable periods presented in the statements of cash flows.  For example, there is no discussion of cash flows between fiscal years 2013 and 2012. Your discussion should be accompanied by an analysis at an appropriate level of detail that is not just a recitation of changes evident from the financial statements. Please note that in regard to operating cash flows your analysis should focus on factors that directly affect cash, and not merely refer to higher earnings. Refer to Section IV.B of SEC Release No. 33-8350

Ms. Jennifer Thompson

September 17, 2015

Page 5

Response:

The Company acknowledges the Staff’s comment and advises the Staff that in future filings it will include a comparative discussion for all comparable periods presented in the statements of cash flows.

The following disclosure has been taken from the Company’s Form 10-K for the fiscal year ended December 31, 2014 and revised to add the underlined text, illustrating the expanded narrative discussion as if the Company had provided the requested information in its Form 10-K for the fiscal year ended December 31, 2014:

“Net cash flows provided by operating activities for 2014 were $662.2 million compared to $525.2 million provided by operating activities for 2013. The increase in cash provided by operating activities of $137 million for 2014 as compared to 2013 is primarily attributable to higher earnings driven by increases in sales volumes, improved operations productivity and lower restructuring charges. Also contributing to the increase in cash provided by operating activity was a decrease in deferred income taxes. The increase in cash provided by operating activities was, partially offset by changes in working capital. Receivables, inventories, accounts payable and other assets and liabilities used $98.1 million more cash during 2014 compared to 2013. These changes in working capital reflect normal fluctuations relative to the timing and nature of these transactions.”

Item 8. Consolidated Financial Statements and Supplementary Data

(1) Summary of Significant Accounting Policies, page 41

General

6.

 We note your disclosure on page 12 that you may have difficulty repatriating cash from non-U.S. subsidiaries. Please tell us how you considered the guidance in Rule 4-08(e)(3) of Regulation S-X with respect to providing footnote disclosure about the nature and amount of significant restrictions on the ability of subsidiaries to transfer funds to the parent through intercompany loans, advances or cash dividends. Please refer to SAB Topic 6K for further guidance.

Response:

With regard to the disclosure requirements under Rule 4-08(e)(3) of Regulation S-X, there are currently no significant restrictions on the ability of the Company

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		CORRESP

One Atlantic Center

1201 West Peachtree Street

Atlanta, GA  30309-3424

404-881-7000

Fax: 404-253-8253

www.alston.com

Paul J. Nozick

 Direct Dial: 404-881-7451

 Email: paul.nozick@alston.com

August 25, 2015

Via EDGAR

Ms. Jennifer Thompson

Accounting Branch Chief - Office of Consumer Products

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549-3561

Re:

 Mohawk Industries, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2014

Filed February 27, 2015

File No. 1-13697

Dear Ms. Thompson:

Reference is made to your letter dated August 20, 2015 containing the Staff’s comments on the 2014 Form 10-K of Mohawk Industries, Inc. (the “Company”).  On behalf of the Company, and as per our conversation this morning, we advise the Staff that the Company will provide responses to the Staff’s comments no later than September 18, 2015.

Thank you for your attention to this matter.  If you require any additional information, please do not hesitate to contact me directly at (404) 881-7451.

Very truly yours,

/s/ Paul J. Nozick

Paul J. Nozick

cc:    Frank H. Boykin, Mohawk Industries, Inc.

R. David Patton, Mohawk Industries, Inc.

Mail Stop 3561

August 20, 2015

Mohawk Industries, Inc.
Frank H. Boykin
Chief Financial Officer
160 S. Industrial Blvd.
Calhoun, Georgia  30701

Re: Mohawk Industries, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2014
Filed February 27, 2015
File No. 1-13697

Dear Mr. Boykin :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After review ing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2014

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Overview, page 20

1. Based on your disclosures on page 63, we note that you generated 50% of your pretax
income from foreign operations in fiscal year 2014.    Please tell us what consideration
you gave to separately discussing the results and trends of the geographic regions and/ or
countries in which you operate.   We note that management discusses geographic results
and trends during quarterly earnings calls and it appears such information would be
useful to investors.  Please also disclose, if material, revenues and long -lived a ssets by
individual country.  Refer to the guidance in Item 101(d) and Item 303 of Regulation S -K
and SEC Release No. 33 -8350.

Frank H. Boykin
Mohawk Industries, Inc.
August 20, 2015
Page 2

 Year Ended December 31, 2014, as Compared with Year Ended December 31, 2013

Gross Profit, page 22

2. Tell us what consideration y ou gave to expanding your gross profit discussion to provid e
more insight into the factors underlying the change in your cost of sales  and the material
trends and uncertainties associated with your cost of sales .  In this regard, we note cost of
sales is a material expense for you  and we assume it could potentially vary across your
three segments.  Your current analysis of cost of sales within your analysis of gross profit
appears relatively brief.  Refer to Item 303(a)(3)(i) of Regulation S -K.

Selling, general and administrative expenses, page 22

3. Please discuss SG&A on an absolute basis in addition to relative to sales.  While we
expect that most selling costs track closely with changes in sales, we assume that general
and administrative costs are effectively fixed within certain ranges of sales volume.
Therefore, we believe it would be meaningful to discuss the nature an d amount of the
dollar changes in such costs, if material, and the specific factors driving those changes.
Please also quantify the impact of foreign exchange rates on SG&A expense.

Income tax expense, page 23

4. Based on your income tax footnote discl osures, it appears that there is a significant
disparity in the effective tax rates of your domestic and international operations.  Please
revise your discussion to separately discuss the reasons for fluctuations in domestic and
foreign effective tax rates  and consider quantifying your domestic and foreign effective
tax rates.  If a particular country contributes disproportionately to your income based on
significantly lower tax rates, explain the impact such tax structures had on your results.
If changes in the geographical mix of income were a significant driver of changes in your
effective tax rate, please explain to us and disclose the facts and circumstances leading to
the changes in the geographical mix of income and whether you expect these changes t o
continue.  In this regard, an overview of how your effective tax rate may be impacted by
a mix of earnings among your domestic and foreign operations would appear useful to an
investor.  We refer you to Item  303(a)(3)(i) of Regulation S -K and Section III .B of SEC
Release No. 33 -8350.

Liquidity and Capital Resources, page 25

5. Please provide a comparative discussion of each section of your cash flows (i.e.,
operating, financing, and investing) between all comparable periods presented in the
statements of c ash flows.   For example, there is no discussion of cash flows between
fiscal years 2013 and 2012.   Your discussion should be accompanied by an analysis at an
appropriate  level of detail that is not just a recitation of changes evident from the
financial st atements.   Please note that in regard to operating cash flows your analysis

Frank H. Boykin
Mohawk Industries, Inc.
August 20, 2015
Page 3

 should focus on factors that directly affect cash, and not merely refer to higher
earnings.   Refer to Section IV.B of SEC Release No. 33 -8350.

Item 8. Consolidated Financial State ments and Supplementary Data

(1) Summary of Significant Accounting Policies, page 41

General

6. We note your disclosure on page 12 that you may have difficulty repatriating cash from
non-U.S. subsidiaries.  Please tell us how you considered the guidance in  Rule 4 -08(e)(3)
of Regulation S -X with respect to providing footnote disclosure about the nature and
amount of significant restrictions on the ability of subsidiaries to transfer funds to the
parent through intercompany loans, advances or cash dividends.  Please refer to SAB
Topic 6K for further guidance.

(11) Product Warranties, page 56

7. Although paid warranty claims have decreased approximately 6% since fiscal 2012, your
warranty expense has decreased approximately 22% over that timeframe.  Please exp lain
to us why warranty expense decreased at a much greater percentage over the last three
years than paid warranty claims.

(13) Employee Benefit Plans, page 60

8. We note that a Belgian pension plan “no longer qualified as a defined benefit plan”
during 2 014.  Please tell us the cause of this change, how you accounted for the plan
during 2014, and quantify for us the materiality of this plan on your historical financial
statements.

(15) Income Taxes, page 63

9. We note the significance of the “Foreign income taxes” line item within your tax rate
reconciliation.  Please tell us the nature of the items included within this line item and, if
it includes amounts that do not relate to the difference in tax rates betwe en foreign and
domestic operations, please segregate this line item into additional categories.

(16) Commitments and Contingencies, page 66

10. We note from your second quarter Form 10 -Q contingency footnote that you recorded a
$125 million charge during t he first quarter of 2015 related to the settlement and defense
of your U.S. and Canadian antitrust cases.  Please tell us the amount accrued for these
matters at December 31, 2014.  Considering you had an agreement in principle to settle
the Canadian actio ns at the time you filed your Form 10 -K and the U.S case was settled

Frank H. Boykin
Mohawk Industries, Inc.
August 20, 2015
Page 4

 shortly after the filing date, also clarify why you were unable to estimate the amount or
range of loss, if any, in excess of amounts accrued.

(18) Segment Reporting, page 68

11. We n ote you present geographic net sales and long -lived assets for “North America” and
the “Rest of World.”  We also note the significant increase in Rest of World sales over
the last three fiscal years.  Given the materiality of your foreign operations, tell us what
consideration you gave to separately disclosing net sales and long -lived assets of
individual foreign countries, where material, as noted in ASC 280 -10-50-41.

We urge all persons who are responsible for the accuracy and adequacy of the disclosu re
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosu re, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy o f the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; 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.

You may contact Robert Babula, Staff Accountant at  (202) 551 -3339  or Andrew Blume,
Staff Accountant at (202) 551 -3254  if you have questions regarding comments on the financial
statements and related matters.  Please contact  me at (202) 551 -3737  with any other questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

December 4, 2012

Via E -mail
Mr. Jeffrey S. Lorberbaum
Chief Executive Officer
Mohawk Industries, Inc.
160 S. Industrial Blvd.
Calhoun, Georgia  30701

Re: Mohawk Industries, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2011
Filed February 29, 2012
File No. 001 -13697

Dear Mr. Lorberbaum :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s 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 th e United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely ,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief

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		CommentLetterResponse2

ALSTON&BIRD LLP

One Atlantic Center

1201 West Peachtree Street

Atlanta, GA 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

November 9, 2012

Ms. Jennifer Thompson

Accounting Branch Chief

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, 2011 Filed February 29, 2012

File No. 001-13697

Dear Ms. Thompson:

In connection with the review by the Securities and Exchange Commission of the above referenced filing of Mohawk Industries, Inc. (the “Company”), set forth below is the Company’s response to the Staff’s comment contained in the letter dated October 31, 2012 to Jeffrey S. Lorberbaum, Chief Executive Officer of the Company.

Form 10-K for Fiscal Year Ended December 31, 2011

Financial Statements, Page 36

Note (14) Commitments and Contingencies, page 65

1.

 Based on the information included in your response to comment 1 in our letter dated September 17, 2012, it appears that you may have reasonably possible or probable losses in excess of amounts presently accrued.  In future filings, please disclose the amount or range of reasonably possible losses in excess of the amounts accrued or provide a statement that such an estimate cannot be made as required by ASC 450-20-50-3 through 50-4.  Alternatively you may disclose, if true, that any such amounts in excess of the amounts accrued are not material in relation to your financial statements.

Response:

The Company has included the requested disclosure in its Form 10-Q for the quarter ended September 29, 2012 and will include similar disclosure, if applicable, in future filings.

Atlanta • Brussels • Charlotte • Dallas • Los Angeles • New York • Research Triangle • Silicon Valley • Ventura County • Washington, D.C.

Ms. Jennifer Thompson

November 9, 2012

Page 2

Thank you for your consideration of the Company’s response to the Staff’s comment and we appreciate your review and assistance.  If you have any questions regarding these responses, please do not hesitate to call the undersigned (404-881-7951) or James T. Lucke, General Counsel of Mohawk (706) 624-2660.

Very truly yours,

   /s/ R. David Patton

R. David Patton

cc:

 Sondra Snyder, Staff Accountant

Jason Niethamer, Assistant Chief Accountant

Scott Anderegg, Staff Attorney

Lilyanna Peyser, Staff Attorney

Jeffrey S. Lorberbaum

Frank H. Boykin

James T. Lucke

James F. Brunk

October 31 , 2012

Via E -mail
Mr. Jeffrey S. Lorberbaum
Chief Executive Officer
Mohawk Industries, Inc.
160 S. Industrial Blvd.
Calhoun, Georgia  30701

Re: Mohawk Industries, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2011
Filed February 29, 2012
File No. 001 -13697

Dear Mr. Lorberbaum :

We have reviewed your response dated October 1, 2012  and have the following
additional comment . In our comment , we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response .  If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing  and the information you provide in
response to  this comment , we may have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2011

Financial Statements, page 36

Note (14) Commitments and Contingencies, page 65

1. Based on the information included in your response to comment 1  in our letter dated
September 17, 2012 , it appears that you may have reasonably possible or probable losses
in excess of amounts presently accrued.  In future filings, please disclose the amount or
range of reasonably possible losses in excess of the amounts accrued or provide a
statement that such  an estimate cannot be made as required by ASC 450 -20-50-3 through
50-4.  Alternatively you may disclose, if true, that any such amounts in excess of the
amounts accrued are not material in relation to your financial statements.

Mr. Jeffrey S. Lorberbaum
Mohawk Industries, Inc.
October 31, 2012
Page 2

 You may contact  Sondra Snyd er, Staff accountant , at (202) 551 -3332  or Jason
Niethamer, Assistant Chief Accountant , at (202) 551 -3855  if you have questions regarding  our
comments .  You may  contact me at (202) 551 -3737  with any other questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief

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		TandyLetter

October 1, 2012

Ms. Jennifer Thompson

Accounting Branch Chief

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, 2011

        Filed February 29, 2012

        Definitive Proxy Statement filed on Schedule 14A

        Filed April 3, 2012

        File No. 001-13697

Dear Ms. Thompson:

In connection with the review by the Securities and Exchange Commission of the above referenced filings of Mohawk Industries, Inc. (the “Company”), the Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure 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 filing; 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.

Thank you for your consideration of the Company's responses to the Staff's comments and we appreciate your review and assistance.

Very truly yours,

/s/ James T. Lucke

James T. Lucke

Vice President, General Counsel and Secretary

cc:    Jeffrey S. Lorberbaum

Frank H. Boykin

James F. Brunk

R. David Patton - Alston & Bird

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		CommentLetterRepsonse1

ALSTON&BIRD LLP

One Atlantic Center

1201 West Peachtree Street

Atlanta, GA 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

October 1, 2012

Ms. Jennifer Thompson

Accounting Branch Chief

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, 2011 Filed February 29, 2012

        Definitive Proxy Statement filed on Schedule 14A Filed April 3, 2012

        File No. 001-13697

Dear Ms. Thompson:

In connection with the review by the Securities and Exchange Commission of the above referenced filing of Mohawk Industries, Inc. (the “Company”), set forth below are the Company's responses to the Staff's comments contained in the letter dated September 17, 2012 to Jeffrey S. Lorberbaum, Chief Executive Officer of the Company.

Form 10-K for Fiscal Year Ended December 31, 2011

Notes to Consolidated Financial Statements, Page 43

Note (14) Commitments and Contingencies, page 65

1.

 We note the disclosure with respect to your legal contingencies that “the ultimate outcome of these actions…could have a material adverse effect on [your] results of operations in a given quarter or year.”  Please tell us your consideration for disclosing the reasonably possible range of loss for a matter that could be material.  Additionally, please disclose whether you believe the outcome in these cases will have a material impact on your cash flows and liquidity.  Please refer to ASC 450-20-50-1 through 50-6.  Please note that this comment also applies to your environmental matters.

Response:

In considering whether a possible range of losses for a legal or environmental contingency should be disclosed, the Company evaluates the likelihood that a loss related to these matters has been incurred. In assessing the matter, the Company considers the specific facts of the legal or environmental matter, focusing on the “probability” of a loss and whether the facts are sufficient at that time to establish a “reasonable estimate” of a loss. In order to evaluate whether there is a reasonable estimate for an accrual or disclosure, the Company evaluates numerous factors including, but not limited to, the current procedural and substantive status of the legal or environmental matter, any demands that have been made by the complainant/counter-party, any offers of settlement made by the Company, and other similar matters that could be considered precedent for that particular matter.

In future periodic filings, the Company will disclose that the ultimate outcome of the disclosed matters could have a material adverse effect on its results of operations, cash flows or liquidity in a given quarter or year.

Atlanta • Brussels • Charlotte • Dallas • Los Angeles • New York • Research Triangle • Silicon Valley • Ventura County • Washington, D.C.

Ms. Jennifer Thompson

October 1, 2012

Page  2

Note (17) Quarterly Financial Data (Unaudited), page 70

1.

 We note your disclosure that during the fourth quarter of 2011 you corrected an error in your consolidated financial statements related to accounting for operating leases by recording an additional charge of $6,035,000 to selling, general and administrative expenses for that quarter.  You state that you believe the correction of this error to be both quantitatively and qualitatively immaterial to your quarterly results for 2011, or to any of your previously issued consolidated financial statements.  Please tell us why you believe the correction of this lease accounting error was immaterial in relation to your quarterly and annual consolidated financial statements for 2011 and prior periods.  Please also tell us what consideration you gave to providing additional disclosure as to why you believe this correction was immaterial.

Response:

When the Company corrected the error in its accounting for leases during the fourth quarter of 2011, it evaluated the effects of this error in accordance with the guidance in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 250, Accounting Changes and Error Corrections and its relevant paragraphs.  The response below summarizes the Company's ASC 250 analysis supporting its conclusion that the error was not material to its fourth quarter and full-year ended December 31, 2011 consolidated financial statements.

During the year ended December 31, 2011, the Company implemented new lease tracking software in order to improve the Company's control over the completeness, consistency and accuracy of its lease data.  The Company completed the implementation and testing of the new lease tracking software during the fourth quarter of 2011 and determined the amount of the error related to the accounting for operating leases.  The correction of the error resulted in an additional charge of $6,035,000 to selling, general and administrative expense in the Company's 2011 fourth quarter consolidated statement of operations.  The error had no effect on cash, liquidity or lease payments.  The Company evaluated the materiality of the error both quantitatively and qualitatively in accordance with ASC 250-10-S99-1, Assessing Materiality, and ASC 250-10-S99-2, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.  Based on this evaluation, described in more detail below, the Company concluded that the error was immaterial to the fourth quarter and full-year ended December 31, 2011 consolidated financial statements included in its 2011 Form 10-K.

The Company analyzed the quantitative impact of the recorded correction on the fourth quarter and full-year ended December 31, 2011 consolidated financial statements pursuant to the guidance in ASC 250-10-S99-2.  Following the recording of the correction, the Company's consolidated balance sheet was correctly stated as of December 31, 2011.  The effect on net earnings of the correction using the rollover method is 8.4% and 1.9% for the fourth quarter and full-year ended December 31, 2011, respectively.  The effect on selling, general and administrative expenses using the rollover method is 2.2% and 0.5% for the fourth quarter and full-year ended December 31, 2011, respectively.  The details of the calculation are below:

Ms. Jennifer Thompson

October 1, 2012

Page  3

Net earnings attributable to Mohawk Industries, Inc:

 Quarter Ended December 31, 2011

 Year Ended December 31, 2011

 (in thousands)

Impact under rollover method*

 $

 5,862

 5,342

Applicable tax rate

 38.5

 %

 38.5

 %

Impact under rollover method, net of tax

 3,605

 3,285

Net earnings attributable to Mohawk Industries, Inc.

 42,931

 173,922

Impact under rollover method on net earnings attributable to Mohawk Industries, Inc.

 8.4

 %

 1.9

 %

Selling, general and administrative expenses:

 Quarter Ended December 31, 2011

 Year Ended December 31, 2011

 (in thousands)

Impact under rollover method*

 $

 5,862

 5,342

Selling, general and administrative expenses

 269,123

 1,101,337

Impact under rollover method on selling, general and administrative expenses

 2.2

 %

 0.5

 %

* The impact under the rollover method of the $6,035 error correction excludes $173 and $693 attributable to the quarter and year ended December 31, 2011, respectively, which are recorded in the correct period.

The Company believes that the effect of the error on the consolidated balance sheet presented for the prior year would be immaterial as a percent of total liabilities.  In addition, the Company believes that any effect on the consolidated statements of operations for the prior years presented would be immaterial under the rollover method.

The Company also considered qualitative factors in assessing the materiality of the error correction, including those set forth in ASC 250-10-S99-1 and those discussed above.

Based on the quantitative and qualitative analysis above, management concluded that the error was immaterial to the quarterly and annual consolidated financial statements for the year ended December 31, 2011.  The Company believes that its disclosure enabled investors to fully and fairly review and assess any potential effect of the error on the Company's financial statements and performance.

Ms. Jennifer Thompson

October 1, 2012

Page  4

Definitive Proxy Statement filed on Schedule 14A

Annual Cash Incentive Awards, page 17

1.

 We note that you have provided charts and a detailed discussion of the Incentive Plan Financial Goals that account for 25% of Messrs. Turk and Thiers incentive awards.  However, you do not provide details of their EPS and EBITDA business unit goals which account for the remaining 75% of their incentive award.  Please revise to discuss these goals as well.

Response:

The disclosure in response to this comment would have been as follows and the Company will include similar disclosure in future filings:

For 2011, the Compensation Committee established the following Incentive Plan Financial Goals to determine actual bonus amounts under the Annual Cash Incentive Plan. Calculations between the various performance levels are linear (which means they were determined using straight-line interpolation).  The Company goals were weighted at 85% for earnings per share ("EPS") and 15% for earnings after capital charge ("EAC").  For the Presidents of the Dal-Tile and Unilin business units (Messrs.Turk and Thiers), the Incentive Plan Financial Goals consist of the Company EPS and Company EAC Goals (collectively weighted at 25%, allocated 85% to EPS and 15% to EAC) and business unit EPS, EAC and earnings before interest, taxes, depreciation and amortization ("EBITDA") related goals (collectively weighted at 75%).  The applicable EPS, EAC and EBITDA business unit goals were allocated 85% to EPS and 15% to EAC for Dal-Tile, and 33.3% to Unilin Segment EBITDA and 66.7% to Unilin Europe EBITDA for Unilin.

2011 Incentive Plan Financial Goals

 Company EPS

 Company EAC

 Dal-Tile EPS

 Dal-Tile EAC

 Unilin Segment EBITDA

 Unilin Europe EBITDA

 (in thousands, except per share data)

Threshold

 $2.10

 $14,249

 $0.52

 $24,401

 $222,800

 $186,100

Level 1

 $2.40

 $35,050

 $0.60

 $29,439

 $241,100

 $208,700

Target

 $3.04

 $79,265

 $0.74

 $39,157

 $280,300

 $237,000

Maximum

 $3.60

 $117,696

 $0.88

 $48,829

 $315,700

 $262,700

2011 Performance

 $2.92

 $45,706

 $0.76

 $37,778

 $276,900

 $227,000

Ms. Jennifer Thompson

October 1, 2012

Page  5

Thank you for your consideration of the Company's responses to the Staff's comments and we appreciate your review and assistance.  If you have any questions regarding these responses, please do not hesitate to call the undersigned (404-881-7951) or James T. Lucke, General Counsel of Mohawk (706) 624-2660.

Very truly yours,

/s/ R. David Patton

R. David Patton

cc:

 Sondra Snyder, Staff Accountant

Jason Niethamer, Assistant Chief Accountant

Scott Anderegg, Staff Attorney

Lilyanna Peyser, Staff Attorney

Jeffrey S. Lorberbaum

Frank H. Boykin

James T. Lucke

James F. Brunk

September 17, 2012

Via E -mail
Mr. Jeffrey S. Lorberbaum
Chief Executive Officer
Mohawk Industries, Inc.
160 S. Industrial Blvd.
Calhoun, Georgia  30701

Re: Mohawk Industries, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2011
Filed February 29, 2012
Definitive Proxy Statement filed on Schedule 14A
Filed April 3, 2012
File No. 001 -13697

Dear Mr. Lorberbaum :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing s, by
providing the reques ted information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply  to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewin g any amendment to your filing s and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2011

Notes to Consolidated Financial Statements, page 43

Note (14) Commitments  and Contingencies, page 65

1. We note the disclosure with respect to your legal contingencies that “the ultimate
outcome of these actions …could have a material adverse effect on [your] results of
operations in a given quarter or year. ”  Please tell us your consideration for disclosing the
reasonably possible range of loss for a matter that could be material.  Additionally, p lease
disclose whether you believe the outcome in these cases will have a material impact on
your cash flows and liquidity.   Please refe r to ASC 450 -20-50-1 through 50 -6.  Please
note that this comment also applies to your environmental matters.

Mr. Jeffrey S. Lorberbaum
Mohawk Industries, Inc.
September 17, 2012
Page 2

Note (17) Quarterly Financial Data (Unaudited), page 70

2. We note your disclosure that during the fourth quarter of 2011 you corrected an error in
your consolidated financial statements related to accounting for operating leases by
recording an additional charge of $6,035,000 to selling, general and administrative
expenses for that quarter.  You state that you believe the correction of this error to be
both quantitatively and qualitatively immaterial to your quarterly results for 2011, or to
any of your previously issued consolidated financial statements.  Please tell us why you
believe the correction of this lease accounting error  was immaterial  in relation to your
quarterly and annual consolidated financial statements for 2011 and prior periods.  Please
also tell us what consideration you gave to providing additional disclosure as to why you
believe this correction was immaterial.

Definitive Proxy Statement filed on Schedule 14A

Annual Cash Incentive Awards, page 17

3. We note that you have provided charts and a detailed discussion of the Incentive Plan
Financial Goals that account for 25% of Messrs. Turk and Thiers incentive
awards.   However, you do not provide details of their EPS and EBITDA business unit
goals which account for the remaining 75% of their incentive award.   Please revise to
discuss these goals as well.

We urge all persons who are responsible for the accuracy and adequacy of th e disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’ s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; 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.

Mr. Jeffrey S. Lorberbaum
Mohawk Industries, Inc.
September 17, 2012
Page 3

 You may contact  Sondra Snyder, Staff accountant , at (202) 551 -3332  or Jason
Niethamer, Assistant Chief Accountant , at (202) 551 -3855  if you have questions regarding
comments on the financial statements and related matters.  Please contact Scott Anderegg, Staff
Attorney , at (202) 551 -3342  or Lilyanna Peyser, Staff Attorney , at (202) 551 -3222  if you have
questions regarding any other comments .  You may  contact me at (202) 551 -3737  with any other
questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief

June 14, 2010

 Jeffrey S. Lorberbaum Chairman and Chief Executive Officer  Mohawk Industries, Inc.  160 S. Industrial Blvd. Calhoun, Georgia

Re:  Mohawk Industries, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2009
Filed February 26, 2010 Definitive Proxy Statement on Schedule 14A Filed April 5, 2010 File No. 001-13697
 Dear Mr. Lorberbaum:
We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,

H. Christopher Owings
Assistant Director

cc: R. David Patton, Esq.  Alston & Bird LLP  Via Facsimile

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One Atlantic Center

1201 West Peachtree Street

Atlanta, GA 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

June 11, 2010

Mr. H. Christopher Owings

Assistant Director

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:

    Mohawk Industries, Inc.

Definitive Proxy Statement on Schedule 14A, Filed April 5, 2010

File No. 001-13697

Dear Mr. Owings:

     In connection with the review by the Securities and Exchange Commission of the above
referenced filing 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 7, 2010 to Jeffrey S.
Lorberbaum, Chairman and Chief Executive Officer of the Company.

Definitive Proxy statement on Schedule 14A

Nominees for Director, page 2

    1.

    We reviewed your response to comment two in our letter dated May 3, 2010. Please confirm in
writing that you provide the requested disclosure in future filings.

Response:

     The Company hereby confirms that it will disclose the information required by Item 401(e)(2)
of Regulation S-K regarding other directorships held during the past five years in future filings.

Compensation Discussion and Analysis, page 12

Elements of our Compensation Program, page 14

Annual Incentives, page 14

    2.

    We reviewed your response to comment three in our letter dated May 3, 2010. Please
confirm that in future filings you will clarify whether and, if so, how you have adjusted
consolidated operating income, or other metrics you may use in the future, and explain to
us in sufficient detail for an understanding of the disclosure how you intend to comply by
providing us with your proposed revisions.

Atlanta • Charlotte • Dallas • Los Angeles • New York • Research Triangle • Silicon Valley • Ventura County • Washington, D.C.

Mr. H. Christopher Owings

June 11, 2010

Page 2

Response:

     The Company hereby confirms that it will clarify in its Compensation Discussion and Analysis
in future filings whether and, if so, how it has adjusted consolidated operating income or other
metrics it may use in the future. As a result, the Company would provide disclosure similar to the
following in future filings:

     Under the 2009 SEBP, achievement of positive consolidated operating income for 2009
would result in funding of a bonus pool equal to 1.25% of the Company’s 2009 consolidated
operating income. The Company’s Compensation Committee retained discretion to make
adjustments deemed necessary by the Committee to appropriately reflect operating performance
during the period and exercised that discretion to exclude certain items. Therefore, the
bonus pool for 2009 was approximately $3.8 million, which amounts to 1.25% of the Company’s
consolidated operating income after excluding the effect of business restructurings
(approximately $61.7 million), claims and related costs associated with the Company’s
discontinuation of certain carpet tile products (approximately $133.5 million), and
unusually high raw material costs in 2008 that flowed through the Company’s costs of sales
in early 2009 (approximately $61.8 million). In January 2009, each named executive officer
was assigned a maximum individual award limit which would be that officer’s 2009 SEBP award
unless the Committee exercised its discretion to pay a lesser amount. For 2009, the maximum
limits for each of Messrs. Lorberbaum and Wellborn was 20% of the bonus pool, and for each
of our other named executive officers, the maximum limit was 12% of the bonus pool. The
Grants of Plan-Based Awards table disclosed in this proxy statement shows the maximum 2009
SEBP award that each of our named executive officers was eligible to receive for 2009.

     Thank you for your consideration of the Company’s responses to the Staff’s comments and we
appreciate your review and assistance. If you have any questions regarding these responses, please
do not hesitate to call the undersigned (404-881-7951) or James T. Lucke, General Counsel of Mohawk
(706) 624-2660.

    Very truly yours,

    /s/ R. David Patton

    R. David Patton

    cc:

    Catherine Brown

Jeffrey S. Lorberbaum

Frank H. Boykin

James T. Lucke

James F. Brunk

Mail Stop 3561
 June 7, 2010
 Jeffrey S. Lorberbaum Chairman and Chief Executive Officer  Mohawk Industries, Inc.  160 S. Industrial Blvd. Calhoun, Georgia

Re:  Mohawk Industries, Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 5, 2010 File No. 001-13697
 Dear Mr. Lorberbaum:
 We have reviewed the letter of your counsel dated May 17, 2010 and have the
following comments.  Please feel free to call us  at the telephone numbers listed at the end
of this letter with any questions you may have.

Definitive Proxy Statement on Schedule 14A

Nominees for Director, page 2
1. We reviewed your response to comment two in our letter dated May 3, 2010.
Please confirm in writing that you provide the requested disclosure in future
filings.
 Compensation Discussion and Analysis, page 12

 Elements of our Compensation Program, page 14

 Annual Incentives, page 14

2. We reviewed your response to comment three in our letter dated May 3, 2010.
Please confirm that in future filings y ou will clarify whether and, if so, how you
have adjusted consolidated operating income, or other metrics you may use in the future, and explain to us in sufficient deta il for an understanding of the disclosure
how you intend to comply by providing us with your proposed revisions.

Jeffrey S. Lorberbaum
Mohawk Industries, Inc.  June 7, 2010 Page 2    Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  You may wish  to provide us with marked copies of your
disclosure to expedite our revi ew.  Please furnish a letter th at keys your responses to our
comments and provides any requested inform ation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your responses to our comments.
 Please contact Catherine Brown, Staff Atto rney, at (202) 551-3513 or me at (202)
551-3720 with any questions you may have.

Sincerely,

H. Christopher Owings  Assistant Director
cc: R. David Patton, Esq.  Alston & Bird LLP
 Via Facsimile

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Alston&Bird llp

One Atlantic Center

1201 West Peachtree Street

Atlanta, GA 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

May 17, 2010

Mr. H. Christopher Owings

Assistant Director

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:

    Mohawk Industries, Inc.

Definitive Proxy Statement on Schedule 14A, Filed April 5, 2010

File No. 001-13697

Dear Mr. Owings:

     In connection with the review by the Securities and Exchange Commission of the above
referenced filing of Mohawk Industries, Inc. (the “Company”), set forth below are the Company’s
responses to the Staff’s comments contained in the letter dated May 3, 2010 to Jeffrey S.
Lorberbaum, Chairman and Chief Executive Officer of the Company.

General

    1.

    We note that the acknowledgements we requested were provided by counsel on behalf of the
Company. With your next response, please submit a separate letter from the company with the
requested acknowledgements.

Response:

     The Company notes the Staff’s comment and is filing the requested acknowledgements separately.

Definitive Proxy statement on Schedule 14A

Nominees for director, page 2

    2.

    Under this heading and the heading “Continuing Directors” beginning on page 3, you
include other directorships currently held by your directors and director nominees. To
the extent that any of your directors or director nominees have held any other
directorships during the past five years in any company with a class of securities
registered pursuant to section 12 of the Exchange Act or subject to the requirements of
section 15(d) of such Act or

Atlanta • Charlotte • Dallas • Los Angeles • New York • Research Triangle • Silicon Valley • Ventura County • Washington, D.C.

Mr. H. Christopher Owings

May 17, 2010

Page 2

    any company registered as an investment company under the Investment Company Act of 1940, as
amended, please disclose such directorship, including the name of the company. Please refer
to Item 401(e)(2) of Regulation S-K.

Response:

     The Company notes the Staff’s comments. During the past five years, Mr. Bruckmann also
formerly served as a director of Penhall International, Inc. and Anvil Holdings, Inc.; Mr. Fiedler
also formerly served as a director of YRL Worldwide Inc., formerly Yellow Roadway Corp.; Mr. Kolb
also formerly served as a director of Paxar Corp.; Mr. McCurdy also formerly served as a director
of American Axle & Manufacturing Holdings Inc.; and Mr. Pokelwaldt also formerly served as a
director of FirstEnergy Corp.

Compensation Discussion and Analysis, page 12

Elements of our Compensation Program, page 14

Annual Incentives, page 14

    3.

    We note your disclosure in the last paragraph on page 14 that the company funded a bonus pool
equal to 1.25% of consolidated operating income for 2009 and that certain of your named
executive officers would be eligible to receive 20% of the bonus pool while others would be
eligible to receive 12% of the bonus pool. We were unable to calculate the maximum bonuses
set forth on your grants of plan-based awards table based on your reported consolidated
operating income. Please disclose how you calculated these amounts.

Response:

     As discussed with the Staff, the maximum bonuses set forth on the Company’s grants of
plan-based awards table were calculated based on the Company’s consolidated operating income,
excluding the effect of business restructurings, claims and related costs associated with the
Company’s discontinuation of certain carpet tile products, and unusually high raw material costs in
2008 that flowed through the Company’s costs of sales in early 2009, which were determined by the
Compensation Committee in an exercise of its discretion to be appropriate for exclusion. The
Company’s consolidated operating income used for calculating the maximum bonuses set forth on the
grants of plan-based awards table, after adjusting for the excluded items, was $301 million.

Long-Term Incentives, page 16

    4.

    Please disclose the historical EPS Target and the EBITDA Target described under this heading
and how actual results of the peer group compared to the targets for each of your named
executive officers. You may wish to use a
chart or similar presentation for this information. Refer to Item 402(b)(2)(v)

Mr. H. Christopher Owings

May 17, 2010

Page 3

    of Regulation S-K. We also note your disclosure under the heading “Proposed Changes for 2010”
on page 18. Please also confirm to us that you will disclose in future proxy statements
the historical TSR Target and how actual results of the peer group compared to the targets
for each of your named executive officers.

Response:

     The Company notes the Staff’s comments. For both 2009 and 2010, the LTIP compares the
Company’s performance on the stated measures against the average performance of the peer group on
the same measure for the same period. There are no “historical” targets, only reference to the
performance of the peer group during the same year. So, for example, in determining the payouts
under the LTIP for performance in 2009, the Compensation Committee compared the average EPS growth
of the peer group for 2009 against the Company’s EPS growth for 2009, then compared the average
EBITDA of the peer group for 2009 as a percentage of tangible assets against the same metric for
the Company. In both instances, the Company’s performance was below the 25th percentile of the
peer group and therefore no awards were earned for 2009 based on this performance measure. In
2010, the same process will be used but with total shareholder return as the sole metric.

Corporate Governance, page 28

General, page 28

    5.

    Please disclose, on an individual basis, the specific experience, qualifications, attributes
or skills of each director and director nominee that led to the conclusion that each such
person should serve as a director. Please refer to Item 401(e)(1) of Regulation S-K. For
additional guidance, please also refer to Regulation S-K Compliance and Disclosure
Interpretations, Question and Answer 116.05, available at
www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm.

Response:

     In response to the Staff’s comment regarding the Company’s disclosure on page 28, which
specifies the specific experience, qualifications, attributes and skills of each director, in
addition to those included in the biographical summary for each director and cross-referenced on
page 28, the Company proposes to revise such disclosure as follows:

    •

    Mr. Lorberbaum, our Chairman and CEO, brings over 30 years of management and
executive experience in the carpet industry and is a significant stockholder.

Mr. H. Christopher Owings

May 17, 2010

Page 4

    •

    Mr. Wellborn brings over 15 years of executive and financial experience in the
manufacturing sector, with over 12 years of such experience with Dal-Tile and the
Company.

    •

    Mr. DeCock was CEO of Unilin at the time of its acquisition by the Company, and
he served in various executive and management positions with Unilin over many
years. He brings unique and strong knowledge of the European and laminate flooring
industries.

    •

    Ms. Bonanno brings executive experience in the consumer products sector, as well
as broad international business and trade experience in both public and private
sectors, together with service on other public company boards of directors.

    •

    Mr. Bruckmann, also a significant stockholder in the Company, brings significant
experience in corporate finance and capital markets, together with service on other
public company boards of directors.

    •

    Mr. Fiedler brings experience as a Chairman and CEO with a public, global
manufacturing company, many years of operational and executive experience in the
manufacturing sector and service on other public company boards of directors.

    •

    Mr. Kolb has over 20 years of management and executive experience in the carpet
industry, is a former Chairman and CEO of the Company and is a significant
stockholder in the Company. He also serves on other public company boards of
directors.

    •

    Mr. McCurdy brings experience as a CEO with two manufacturing companies, one of
which is a public company and for which he also served for a time as Chairman.
Additionally, Mr. McCurdy brings many years of executive, financial and operational
experience in the manufacturing sector and service on other public company boards
of directors.

    •

    Mr. Onorato brings significant executive and financial experience with public,
global manufacturing companies, including service as both a Chief Financial Officer
and as a Treasurer, together with service on another public company board of
directors.

    •

    Mr. Pokelwaldt brings experience as a Chairman and CEO with a public, global
manufacturing company, many years of executive and operational experience in the
manufacturing sector and service on other public company boards of directors.

Mr. H. Christopher Owings

May 17, 2010

Page 5

     Thank you for your consideration of the Company’s responses to the Staff’s comments and we
appreciate your review and assistance. If you have any questions regarding these responses, please
do not hesitate to call the undersigned (404-881-7951) or James T. Lucke, General Counsel of Mohawk
(706) 624-2660.

    Very truly yours,

    /s/ R. David Patton

    R. David Patton

    cc:

    Catherine Brown

Jeffrey S. Lorberbaum

Frank H. Boykin

James T. Lucke

James F. Brunk

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May 17, 2010

Mr. H. Christopher Owings

Assistant Director

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:

    Mohawk Industries, Inc.

Definitive Proxy Statement on Schedule 14A, Filed April 5, 2010

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”), the Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure 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.

     Thank you for your consideration of the Company’s responses to the Staff’s comments and we
appreciate your review and assistance.

    Very truly yours,

/s/  James T. Lucke

    James T. Lucke

    Vice President, General Counsel and Assistant Secretary

Mohawk Industries, Inc.

    cc:

    Catherine Brown

Jeffrey S. Lorberbaum

Frank H. Boykin

James F. Brunk

R. David Patton

P.O. Box 12069 • Calhoun, GA 30703-7002 • 706-629-7721 • 800-241-4494

Mail Stop 3561
 May 3, 2010
 Jeffrey S. Lorberbaum Chairman and Chief Executive Officer  Mohawk Industries, Inc.  160 S. Industrial Blvd. Calhoun, Georgia

Re:  Mohawk Industries, Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 5, 2010 File No. 001-13697
 Dear Mr. Lorberbaum:
 We have reviewed your filing and have the following comments.  You should
comply with the comments in all future filings, as applicable.  Please confirm in writing that you will do so and also explain to us in sufficient detail for an understanding of the
disclosure how you intend to comply by providing us with your proposed revisions.  If
you disagree, we will consider your explanation as to why our comments are inapplicable
or a revision is unnecessary.  Please be as detailed as necessary 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 purpos e of our review process is to assist you in your
compliance with the applicable disclosure  requirements 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.
 General

1. We note that the acknowledgements we requested were provided by counsel on
behalf of the company.  With your next response, please submit a separate letter
from the company with the requested acknowledgements.

Jeffrey S. Lorberbaum
Mohawk Industries, Inc.
May 3, 2010 Page 2   Definitive Proxy Statement on Schedule 14A

 Nominees for Director, page 2

2. Under this heading and the heading “C ontinuing Directors” beginning on page 3,
you include other directorships currently  held by your directors and director
nominees.  To the extent that any of your directors or director nominees have held
any other directorships during the past five  years in any company with a class of
securities registered pursuant to section 12 of the Exchange Act or subject to the
requirements of section 15(d) of such Act or any company registered as an
investment company under the Investme nt Company Act of 1940, as amended,
please disclose such directorship, incl uding the name of the company.  Please
refer to Item 401(e)(2) of Regulation S-K.
 Compensation Discussion and Analysis, page 12

 Elements of our Compensation Program, page 14

 Annual Incentives, page 14

3. We note your disclosure in this last paragraph on page 14 that the company
funded a bonus pool equal to 1.25% of c onsolidated operating income for 2009
and that certain of your named executive officers would be eligible to receive
20% of the bonus pool while others would be  eligible to receive 12% of the bonus
pool.  We were unable to calculate the maximum bonuses set forth on your grants
of plan-based awards table based on your reported consolidated operating income.
Please disclose how you calculated these amounts.
 Long-Term Incentives, page 16

4. Please disclose the historical EPS Targ et and the EBITDA Target described under
this heading and how actual results of the peer group co mpared to the targets for
each of your named executive officers.  Y ou may wish to use a chart or similar
presentation for this information.  Refer to Item 402(b)(2)(v) of Regulation S-K.
We also note your disclosure under the heading “Proposed Changes for 2010” on
page 18.  Please also confirm to us th at you will disclose in future proxy
statements the historical TSR Target and how actual results of the peer group
compared to the targets for each of your named executive officers.

Jeffrey S. Lorberbaum
Mohawk Industries, Inc.  May 3, 2010 Page 3   Corporate Governance, page 28

 General, page 28

5. Please disclose, on an individual basis, the specific experience, qualifications,
attributes or skills of each director and director nomine e that led to the conclusion
that each such person should serve as a director.  Please refer to Item 401(e)(1) of Regulation S-K. For additional guidance, please also refer to Regulation S-K
Compliance and Disclosure Interp retations, Question and Answer 116.05,
available at www.sec.gov/divisions/corpfin /guidance/regs-kinterp.htm
.

* * * * *

 Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  You may wish  to provide us with marked copies of your
disclosure to expedite our revi ew.  Please furnish a letter th at keys your responses to our
comments and provides any requested inform ation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your responses to our comments.
 Please contact Catherine Brown, Staff Atto rney, at (202) 551-3513 or me at (202)
551-3720 with any questions you may have.

Sincerely,

H. Christopher Owings  Assistant Director
cc: R. David Patton, Esq.  Alston & Bird LLP  Via Facsimile

CORRESP
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corresp

Alston&Bird llp

One Atlantic Center

1201 West Peachtree Street

Atlanta, GA 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

April 7, 2010

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, 2009, Filed February 26, 2010

File No. 001-13697

Dear Mr. Owings:

     In connection with the review by the Securities and Exchange Commission of the above
referenced filing of Mohawk Industries, Inc. (the “Company”), set forth below are the Company’s
responses to the Staff’s comments contained in the letter dated March 25, 2010 to Jeffrey S.
Lorberbaum, Chairman and Chief Executive Officer of the Company.

Form 10-K for the Fiscal Year Ended December 31, 2009

Item 1. Business, page 3

    1.

    If material to the business of any of your segments, please revise to provide the disclosure
required by Item 101(c)(1)(vi) and (viii) of Regulation S-K.

Response:

     The Company notes the Staff’s comment and respectfully submits that the disclosure required by
Item 101(c)(1)(vi) and (viii) of Regulation S-K is not material to the business of any of the
Company’s segments and therefore not required.

Item 7. Management’s Discussion and Analysis of Financial Condition and ..., page 19

Overview, page 19

    2.

    In the fourth paragraph under this heading, please revise to describe in more detail the
identified “trend of incidents related to the use of new technology in certain commercial
tiles.”

Response:

     The Company notes the Staff’s comment and proposes to revise the disclosure in future filings
as follows:

“During 2009, the Company recognized an increased number of warranty claims related to the
performance of commercial carpet tiles that used a newer carpet backing technology. The
Company discontinued sales of carpet tiles using this backing technology in 2009 and
recorded a $121.2 million allowance and $12.4 million inventory write-off. The amounts
recorded reflect the Company’s best estimate but the actual amount of total claims and
related costs could vary from such estimate. The Company now manufactures these types of
commercial carpet tiles with a different backing technology that has been used for many
years by the Company.”

Year Ended December 31, 2009, as Compared with Year Ended ..., page 20

Net sales, page 20

    3.

    Please revise your net sales disclosure to describe in more detail the “unfavorable price and
product mix” you experienced. For example, please clarify whether your decline in net sales
resulted from price decreases, the sale of lower priced products, the sale of lower margin
products and/or other factors. Similarly, please also describe in more detail the benefit “due
to the net effect of price increases and product mix” reflected in your comparison of 2008 and
2007 net sales discussion.

Response:

     The Company’s product portfolio consists of hundreds of thousands of differentiated products.
As a result, the Company tracks the aggregate net effect of its price and product mix because
management believes tracking such information on a product by product basis or by product group is
not practical without undue expense and effort. Therefore, the Company’s disclosure is designed to
give the reader insight into the same trends and causes, in the aggregate, that are used by
management in the operation of the business.

Selling, general and administrative expenses, page 21

    4.

    Please revise your disclosure under this heading, or in another appropriate place, to discuss
in more detail the “various cost savings initiatives implemented by the Company” and the
status of these initiatives. In this regard, we note for example that your latest earnings
release filed with your Form 8-K on February 25, 2010 references the “implementation of cost
savings efforts, personnel reductions and plant consolidations” and notes that all of your
“segments have reduced infrastructure and capacity and improved productivity.”

Response:

     The Company notes the Staff’s comment and proposes to revise the disclosure in future filings
as follows:

“Selling, general and administrative expenses for 2009 were $1,188.5 million (22.3% of net
sales), reflecting a decrease of $130.0 million, or 9.9%, compared to $1,318.5 million
(19.3% of net sales) for the prior year. The decrease in selling,

general and administrative expenses is primarily driven by lower sales and various cost
savings initiatives implemented by the Company in 2009, including distribution facility
consolidations, workforce reductions and productivity improvements, intended to align the
fixed cost component to current sales demand. The lower selling, general and
administrative expenses were partially offset by approximately $8 million of unfavorable
foreign exchange rates and approximately $4 million for restructuring charges. The increase
in selling, general and administrative expenses as a percentage of net sales is primarily a
result of a higher mix of fixed costs as compared to variable costs on lower net sales, and
restructuring costs.”

Critical Accounting Policies, page 28

    5.

    Please revise the discussion of your critical accounting policies to focus on the assumptions
and uncertainties that underlie your critical accounting estimates. Please also quantify,
where material, and provide an analysis of the impact of critical accounting estimates on your
financial position and results of operations for the periods presented, including the effects
of changes in critical accounting estimates between periods. In addition, please include a
qualitative and quantitative analysis of the sensitivity of reported results to changes in
your assumptions, judgments, and estimates, including the likelihood of obtaining materially
different results if different reasonably likely assumptions were applied. For example, if
reasonably likely changes in an assumption used in testing your goodwill or other long-lived
assets for impairment or used in your valuation allowance on your deferred tax assets would
have a material effect on your financial condition or results of operations, the impact that
could result given the range of reasonable outcomes should be disclosed and quantified. Refer
to Section V of our Release No. 33-8350.

Response:

     The Company notes the Staff’s comment and proposes to revise the disclosure as follows.
First, by adding the following sentence to the first paragraph in the critical accounting policy
disclosure: “A 10% change in the Company’s allowance for discounts, returns, claims and doubtful
accounts would have affected net earnings by approximately $4 million for the year ended December
31, 2009.” Second, by adding the following sentence to the second paragraph in the critical
accounting policy disclosure: “A 10% change in the Company’s reserve for excess or obsolete
inventory would have affected net earnings by approximately $7 million for the year ended December
31, 2009.” Third, by adding the following sentence to the eighth paragraph in the critical
accounting policy disclosure: “For further information regarding the Company’s valuation
allowances, see Note 13 to the consolidated financial statements.” Fourth, by adding the following
sentence to the ninth paragraph in the critical accounting policy disclosure: “For further
information regarding the Company’s uncertain tax positions, see Note 13 to the consolidated
financial statements.”

Notes to Consolidated Financial Statements, page 41

(5) Goodwill and Other Intangible Assets, page 48

    6.

    We note that during 2008 the company recorded a $1.5 billion impairment charge. It appears
that this charge was recorded predominantly in the third quarter of 2008 as the result of an
interim impairment test. Please explain to us in more detail the indicators that led you to
perform this interim impairment test for goodwill and indefinite lived assets. Please also
explain to us whether you performed any interim impairment testing prior to your
next annual required testing. In addition, please explain whether the significant decline
in your stock price that occurred in the latter part of calendar 2008 and the first quarter
of 2009 was indicative of any of the events identified in ASC 350-20-35-30.

Response:

     In
accordance with ASC 350, “Intangibles — Goodwill and Other” (formerly SFAS No. 142), the
Company tests goodwill for impairment on an annual basis in the fourth quarter, and between annual
tests if events occur or circumstances change that would more likely than not reduce the fair value
of a reporting unit below its carrying amount as discussed in ASC 350-20-35. The Company monitors
its long-term expectations regarding its industry, its operating performance, its stock price and
other matters contemplated by ASC 350-20-35-30. Through the second quarter of 2008, the state of
the flooring industry was consistent with the Company’s prior expectations. Further, the Company’s
actual operating results through the second quarter of 2008 were generally consistent with
management’s expectations. As a result, the Company did not believe that events had occurred or
circumstances had changed since its 2007 annual impairment test that would more likely than not
reduce the fair value of any of its reporting units below their respective carrying amounts.
Therefore, the Company did not perform an interim impairment test until the third quarter of 2008,
when the deterioration in the Company’s operating and industry metrics accelerated and the
Company’s stock price experienced a sustained decline.

     No additional interim impairment testing was performed by the Company prior to its next annual
required testing in October 2008. However, in November 2008, the Company concluded that the
weakness in the U.S. residential housing market was likely to persist based on its review of, among
other things, sequential quarterly housing starts, recent turmoil surrounding the nation’s largest
mortgage lenders, the potential negative impact on the availability of mortgage financing and
housing start forecasts published by national home builder associations pushing recovery in the
U.S. residential housing market beyond 2009. Based on this outlook, the Company determined that an
indicator of impairment was present and conducted a Step 1 analysis as required by ASC 350-20-35.
The outcome of this analysis supported that the fair value of each reporting unit exceeded its
carrying value, indicating no goodwill impairment.

     Additionally, in the first quarter of 2009, the Company evaluated whether the temporary
decline in its stock price was indicative of any of the events identified in ASC 350-20-35-30 and
determined that it was not.

(7) Long-term Debt, page 50

    7.

    Please explain to us why you omitted disclosing any of the major terms of the debt included
in the category Industrial revenue bonds, capital leases and other.

Response:

     The Company respectfully submits that this category includes multiple debt instruments, none
of which is material to the Company, individually or in the aggregate.

(9) Derivative Financial Instruments, page 53

    8.

    Please explain to us the purpose for which you enter into long-term supply agreements for
natural gas and your use of natural gas in your operations.
Please consider clarifying this matter to your readers in future filings to the extent
material.

Response:

     The Company uses natural gas as a source of energy in the ordinary course of its operations.
The Company has in the past entered into long-term supply agreements for natural gas in order to
reduce volatility in the price the Company pays for natural gas. Although the Company is not
currently a party to any such arrangement, the Company may enter into such arrangements in the
future if it believes such arrangements are appropriate.

(12) Employee Benefit Plans, page 57

    9.

    We note the chart on page 59 that breaks down your projected benefit obligation, accumulated
benefit obligation and fair value of plan assets into plans with accumulated benefit
obligation in excess of plan assets and plans with plan assets in excess of accumulated
benefit obligations. The projected benefit obligation and fair value of plan assets do not
appear to reconcile to the total projected benefit obligation and fair value of plan assets in
the chart on page 58. The totals for projected benefit obligation and fair value of plan
assets for plans with plan assets in excess of accumulated benefit obligations equal the
totals shown on page 58. Please advise us if this was in error. If so, please supplementally
provide us the correct amounts for each of the affected items. We may have further comment.

Response:

     The Company notes the Staff’s comment and confirms that the amounts shown for plans with plan
assets in excess of accumulated benefit obligations on page 59 for 2009 should be changed as
follows: the projected benefit obligation should be changed from $25,468 to $15,217; the
accumulated benefit obligation should be changed from $21,827 to $13,242; and the fair value of
plan assets should be changed from $21,841 to $13,934. Since the above information represents a
portion of a supplemental table in the pension footnote, the Company has concluded that this
correction is not material and will revise the disclosure in its next annual report on Form 10-K.

Item 15. Exhibits and Financial Statement Schedules, page 70

    10.

    Please ensure that the material agreements incorporated by reference to other filings contain
complete copies of these agreements, including all exhibits, schedules and attachments. Refer
to Item 601(b)(10) of Regulation S-K. For example, we note that all of the exhibits and
schedules were omitted from Exhibit 10.1 to your Current Report on Form 8-K filed September 2,
2009, which is a material agreement in your 10-K listed as Exhibit 10.4. Please review your
material agreements, and re-file complete agreements with your next current or periodic
report.

Response:

     The Company notes the Staff’s comment and will file the complete exhibit noted in the comment
above with its Form 10-Q for the Quarter ended April 3, 2010.

     In connection with these responses to the Staff’s comments, the Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure 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.

     Thank you for your consideration of the Company’s responses to the Staff’s comments and we
appreciate your review and assistance. If you have any questions regarding these responses, please
do not hesitate to call the undersigned (404-881-7951) or James T. Lucke, General Counsel of Mohawk
(706) 624-2660.

    Very truly yours,

    /s/ R. David Patton

    R. David Patton

    cc:

    Catherine Brown

Jeffrey S. Lorberbaum

Frank H. Boykin

James T. Lucke

James F. Brunk

Mail Stop 3561
 March 25, 2010
 Jeffrey S. Lorberbaum Chairman and Chief Executive Officer  Mohawk Industries, Inc.  160 S. Industrial Blvd. Calhoun, Georgia

Re:  Mohawk Industries, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2009
Filed February 26, 2010 File No. 001-13697
 Dear Mr. Lorberbaum:
 We have reviewed your filing and have the following comments.  You should
comply with the comments in all future filings, as applicable.  Please confirm in writing that you will do so and also explain to us in sufficient detail for an understanding of the
disclosure how you intend to comply by providing us with your proposed revisions.  If
you disagree, we will consider your explanation as to why our comments are inapplicable
or a revision is unnecessary.  Please be as detailed as necessary 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 purpos e of our review process is to assist you in your
compliance with the applicable disclosure  requirements 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.

Form 10-K for the Fiscal Year Ended December 31, 2009

Item 1.  Business, page 3
 1. If material to the business of any of your segments, please revise to provide the
disclosure required by Item 101(c)(1)( vi) and (viii) of Regulation S-K.

Jeffrey S. Lorberbaum
Mohawk Industries, Inc.
March 25, 2010 Page 2   Item 7. Management’s Discussion and Analys is of Financial Condition and …, page 19

Overview, page 19
 2. In the fourth paragraph under this heading, please revise to describe in more detail
the identified “trend of inci dents related to the use of  new technology in certain
commercial tiles.”

Year Ended December 31, 2009, as Comp ared with Year Ended …, page 20

Net sales, page 20
 3. Please revise your net sales disclosure to describe in more de tail the “unfavorable
price and product mix” you experienced.  For example, please clarify whether
your decline in net sales resulted from pr ice decreases, the sale of lower priced
products, the sale of lower margin products and/or other factors.  Similarly, please
also describe in more detail the benefit “due to the net effect of price increases
and product mix” reflected in your comparison of 2008 and 2007 net sales
discussion.

Selling, general and administrative expenses, page 21

4. Please revise your disclosure under this he ading, or in another appropriate place,
to discuss in more detail the “various cost savings initiati ves implemented by the
Company” and the status of these initiativ es.  In this regard, we note for example
that your latest earnings release filed with your Fo rm 8-K on February 25, 2010
references the “implementation of cost sa vings efforts, perso nnel reductions and
plant consolidations” and notes that all of your “segments have reduced
infrastructure and capacity and improved productivity.”
 Critical Accounting Policies, page 28

 5. Please revise the discussion of your critic al accounting policies to focus on the
assumptions and uncertainties that underl ie your critical accounting estimates.
Please also quantify, where material, and provide an analysis of the impact of critical accounting estimates on your fina ncial position and results of operations
for the periods presented, including the effects of changes in critical accounting
estimates between periods.  In addi tion, please include a qualitative and
quantitative analysis of the sensitivity of reported re sults to changes in your
assumptions, judgments, and estimates, including the likelihood of obtaining
materially different results if differe nt reasonably likely assumptions were
applied.  For example, if reasonably like ly changes in an assumption used in
testing your goodwill or other long-lived asse ts for impairment or used in your

Jeffrey S. Lorberbaum
Mohawk Industries, Inc.
March 25, 2010 Page 3
valuation allowance on your deferred tax assets would have a material effect on your financial condition or results of operations, the impact that could result given the range of reasonably outcomes should be  disclosed and quantified.   Refer to
Section V of our Release No. 33-8350.

Notes to Consolidated Financial Statements, page 41

(5) Goodwill and Other Intangible Assets, page 48

6. We note that during 2008 the company reco rded a $1.5 billion impairment charge.
It appears that this charge  was recorded predominantly in the third quarter of 2008
as the result of an interim impairment test.  Please explain to us in more detail the
indicators that led you to perform this  interim impairment test for goodwill and
indefinite lived assets.  Please also explain to us whether you performed any
interim impairment testing prior to your ne xt annual required testing.  In addition,
please explain whether the significant declin e in your stock price that occurred in
the latter part of calendar 2008 and the first quarter of 2009 was indicative of any of the events identified in ASC 350-20-35-30.

(7) Long-term Debt, page 50

7. Please explain to us why you omitted disc losing any of the major terms of the
debt included in the category Industrial re venue bonds, capital leases and other.
 (9) Derivative Financial Instruments, page 53

 8. Please explain to us the purpose for which you enter into long-term supply
agreements for natural gas and your use of natural gas in your operations.  Please consider clarifying this matter to your readers in future filings to the extent material.
(12) Employee Benefit Plans, page 57

 9. We note the chart on page 59 that breaks  down your projected benefit obligation,
accumulated benefit obligation and fair va lue of plan assets into plans with
accumulated benefit obligation in excess of pl an assets and plans with plan assets
in excess of accumulated benefit obligati ons.  The projected benefit obligation
and fair value of plan assets do not app ear to reconcile to the total projected
benefit obligation and fair value of plan a ssets in the chart on page 58.  The totals
for projected benefit obligation and fair value of plan assets for plans with plan assets in excess of accumulated benefit ob ligations equal the totals shown on page
58.  Please advise us if this was in error.  If so, please supplementally provide us

Jeffrey S. Lorberbaum
Mohawk Industries, Inc.
March 25, 2010 Page 4
the correct amounts for each of the aff ected items.  We may have further
comment.

Item 15.  Exhibits and Financia l Statement Schedules, page 70

10. Please ensure that the material agreemen ts incorporated by reference to other
filings contain complete copies of th ese agreements, including all exhibits,
schedules and attachments. Refer to It em 601(b)(10) of Regulation S-K. For
example, we note that all of the exhibits and schedules were omitted from Exhibit 10.1 to your Current Report on Form 8-K filed September 2, 2009, which is a material agreement in your 10-K listed as Exhibit 10.4.  Please review your
material agreements, and re-file complete  agreements with your next current or
periodic report.

* * * * *

 Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  You may wish  to provide us with marked copies of your
disclosure to expedite our revi ew.  Please furnish a letter th at keys your responses to our
comments and provides any requested inform ation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your responses to our comments.              We urge all persons who ar e responsible for the accuracy and adequacy of the
disclosure in these filings to  be certain that the filings include all information required
under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filings;

• staff comments or changes to disclosu re in response to staff comments do
not foreclose the Commission from ta king any action with respect to the
filings; and

• the company may not assert staff comments as a defense in any
proceeding initiated by the Commissi on or any person under the federal
securities laws of the United States.

Jeffrey S. Lorberbaum
Mohawk Industries, Inc.  March 25, 2010 Page 5
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.
 You may contact Lisa Sellars, Staff Accountant, at (202) 551-3348 or Jim
Allegretto, Senior Assistant Chief Accountan t, at (202) 551-3849 if  you have questions
regarding comments on the fina ncial statements and relate d matters.  Please contact
Catherine Brown, Staff Attorney, at (202) 551-3513 or me at (202) 551-3720 with any
other questions you may have.

Sincerely,

H. Christopher Owings  Assistant Director

Mail Stop 3561            February 10, 2009   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 completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.

Sincerely,
          H. Christopher Owings
Assistant Director
  cc: R. David Patton, Esq.
      Via facsimile (404) 881-7777

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Response Letter to SEC Comments

 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

 January 20, 2009

 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

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

Form 10-Q for the Period Ended September 27, 2008, Filed November 12, 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 additional comments contained in the letter dated January 5, 2009 to Jeffrey S. Lorberbaum, Chairman, President and Chief Executive Officer of the
Company.

 Please note that we are filing this response letter via EDGAR submission, and also are delivering a copy of the submission to the
Staff’s attention via overnight courier.

 Definitive Proxy Statement on Schedule 14A

 Compensation Discussion and Analysis, page 9

1.
We note your response to comment one in our letter dated November 5, 2008 and continue to believe that you should disclose these metrics. Please undertake to provide this
information in future filings.

 Response:

 On behalf of the Company, we hereby confirm that the Company will include earnings per share and earnings before interest, taxes, depreciation and
amortization targets for completed performance periods in future filings.

 Atlanta • Charlotte • Dallas • Los
Angeles • New York • Research Triangle • Silicon Valley • Ventura County • Washington, D.C.

 H. Christopher Owings

 January 20, 2009

 Page 2

 Form 10-Q for
the Period Ended September 27, 2008

 Financial Statements for the Period Ended September 27, 2008

 Note 5. Intangible Assets and Goodwill, page 10

2.
We note your discussion of the impairment of goodwill and other intangible assets during your third fiscal quarter and have the following comments:

•

 We note your description of the facts and circumstances leading to these impairments; however, it is unclear to us from your current disclosures exactly how
these facts and circumstances differed from those present earlier in your fiscal year. Please explain to us in more detail, and ensure that you clearly address in your upcoming Form 10-K, the evolution of facts and circumstances throughout 2008 such
that an interim test of goodwill for impairment as contemplated by paragraph 28 of SFAS 142 was appropriate in your third fiscal quarter but was not appropriate at any earlier period. Your response to us should specifically address in reasonable
detail how management considered whether any amounts of impairment should have been recorded in your first or second fiscal quarters.

•

 Please tell us where management had previously disclosed that such impairments were becoming more likely or had become reasonably likely. If you did not
previously disclose this to your readers, please help us to understand how your disclosures in previous Forms 10-Q for 2008 complied with the requirement in Item 303 of Regulation S-K to disclose known trends or uncertainties that you
reasonably expect to have a material impact on your results. We remind you that one of the primary objectives of Management’s Discussion and Analysis is to provide your readers with a view of the company through the eyes of management. We
assume that management was aware of the declining conditions during 2008 that made an impairment loss increasingly likely.

•

 We note that the amount of impairment recorded in your third fiscal quarter was estimated consistent with paragraph 22 of SFAS 142. Please tell us whether you
have completed the final measurement of the impairment loss as of September 27, 2008, and if so, please tell us whether any change resulted to the estimated amount of impairment reported in your Form 10-Q.

•

 Also tell us whether you have completed your annual impairment test, performed during the fourth fiscal quarter, and if so, please tell us whether any additional
impairment was recorded in the fourth fiscal quarter due to changes in circumstances after September 27, 2008.

•

 Given the significant impairment recorded during 2008, please ensure that you fully consider the disclosure requirements of SOP 94-6, SAB 5:Y, and SFAS 142,
along with the guidance in our Release No. 33-8350,

H. Christopher Owings

 January 20, 2009

 Page 3

 available at
http://www.sec.gov/rules/interp/33-8350.htm, to provide your readers with insight into the likelihood of additional impairments resulting from reasonably likely changes to your assumptions. In this regard, you may find it useful to
provide a sensitivity analysis in your discussion of Critical Accounting Policies within Management’s Discussion and Analysis to illustrate the impact of such reasonably likely changes.

 Response:

 In accordance with SFAS
No. 142, Goodwill and Other Intangible Assets (“SFAS 142”), the Company tests goodwill for impairment on an annual basis in the fourth quarter, and between annual tests if events occur or circumstances change that would more likely
than not reduce the fair value of a reporting unit below its carrying amount as discussed in paragraph 28 of SFAS 142. The Company monitors its long-term expectations regarding its industry, its operating performance, its stock price and other
matters contemplated by SFAS No. 142. Through the second quarter of 2008, the state of the industry was consistent with the Company’s prior expectations. Further, the Company’s actual operating results through the second quarter of
2008 were generally consistent with management’s expectations. As a result, the Company did not believe that events had occurred or circumstances had changed since its 2007 annual impairment test that would more likely than not reduce the fair
value of any of its reporting units below their respective carrying amounts. Therefore, the Company did not perform an interim impairment test until the third quarter of 2008, when the Company’s stock price experienced a sustained decline and
the deterioration in the Company’s operating and industry metrics accelerated.

 As noted above, the disclosure in the Company’s
Forms 10-Q for the first and second quarter of 2008 was based on the Company’s then-current expectations. Those expectations were of an industry cyclical downturn similar to those experienced in the past. Based on the information and trends
that were available to management at the time the first and second quarter Forms 10-Q were being prepared, the Company did not have visibility as to the sustained decline in the Company’s stock price or the depth and duration of the accelerated
deterioration of the overall economy and the resulting impact on the Company’s operating performance that occurred in the third quarter. Therefore, the conditions driving the possibility of a goodwill impairment having a material impact on the
Company’s results were not determined by Company management to exist or to be reasonably likely at that time.

 The Company has not
completed the final measurement of the impairment loss disclosed in the Form 10-Q for the quarterly period ended September 27, 2008. In addition, the Company has not yet completed its annual impairment test or any other impairment test that may
be triggered by further deterioration of the overall economy, business conditions, and the Company stock price in the fourth quarter. The Company anticipates that its impairment evaluations will be completed and appropriate disclosures for each will
be included in the Company’s Form 10-K for the fiscal year ended December 31, 2008 when it is filed with the Commission.

 H. Christopher Owings

 January 20, 2009

 Page 4

 Thank
you for your consideration of the Company’s responses to the Staff’s comments and we appreciate your review and assistance. If you have any questions regarding these responses, please do not hesitate to call the undersigned
(404) 881-7951 or James T. Lucke, General Counsel of Mohawk (706) 624-2660.

Very truly yours,

/s/ R. David Patton

R. David Patton

RDP/ck

 cc:

 Ronald E. Alper

 Jeffrey S. Lorberbaum

 Frank H. Boykin

 James T. Lucke

Mail Stop 3561

        January 5, 2009

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
Form 10-Q for the Period Ended September 27, 2008
Filed November 12, 2008
File No. 001-13697

Dear Mr. Lorberbaum:

We have reviewed your response letter  dated November 20, 2008 and have the
following additional comments.  You should comply with the comment in all future
filings, as applicable.  Please confirm in writin g that you will do so and also explain to us
in sufficient detail how you intend to comply by providing us with your proposed revisions.

Jeffrey S. Lorberbaum
Mohawk Industries, Inc.
January 5, 2009 Page 2
Definitive Proxy on Schedule 14A

Compensation Discussion and Analysis, page 9
1. We note your response to comment one in  our letter dated November 5, 2008 and
continue to believe that you should disclose these metrics.  Please undertake to
provide this information in future filings.

Form 10-Q for the Period Ended September 27, 2008

Financial Statements for the Period Ended September 27, 2008

Note 5.  Intangible Assets and Goodwill, page 10
2. We note your discussion of the impairment of goodwill and other intangible assets during your third fiscal quarter and have the following comments:

• We note your description of the facts and circumstances leading to these
impairments; however, it is unclear to  us from your current disclosures
exactly how these facts and circumstances differed from those present earlier in your fiscal year.  Please expl ain to us in more detail, and ensure
that you clearly address in your upcom ing Form 10-K, the evolution of
facts and circumstances throughout 2008 such that an interim test of
goodwill for impairment as contemplated by paragraph 28 of SFAS 142 was appropriate in your th ird fiscal quarter but wa s not appropriate at any
earlier period.  Your response to us should specifically address in
reasonable detail how management considered whether any amounts of
impairment should have been recorded  in your first or second fiscal
quarters.
• Please tell us where management had previously disclosed that such
impairments were becoming more likely or had become reasonably likely.
If you did not previously disclose this to your readers, please help us to understand how your disclosures in previous Forms 10-Q for 2008 complied with the requirement in Item  303 of Regulation S-K to disclose
known trends or uncertainties that you reasonably expect to have a
material impact on your results.  We remind you that one of the primary objectives of Management’s Discussi on and Analysis is to provide your
readers with a view of the company through the eyes of management.  We
assume that management was aware of the declining conditions during
2008 that made an impairment loss increasingly likely.
• We note that the amount of impairme nt recorded in your third fiscal
quarter was estimated consistent with  paragraph 22 of SFAS 142.  Please
tell us whether you have completed the final measurement of the

Jeffrey S. Lorberbaum
Mohawk Industries, Inc.
January 5, 2009 Page 3
impairment loss as of September 27, 2008, and if so, please tell us whether
any change resulted to the estimated amount of impairment reported in your Form 10-Q.
• Also tell us whether you have co mpleted your annual impairment test,
performed during the fourth fiscal quarter, and if so, please tell us whether any additional impairment was recorded in the fourth fiscal quarter due to
changes in circumstances after September 27, 2008.
• Given the significant impairment reco rded during 2008, please ensure that
you fully consider the disclosure requirements of SOP 94-6, SAB 5:Y, and SFAS 142, along with the guidance in our Release No. 33-8350, available
at
http://www.sec.gov/rules/interp/33-8350.htm , to provide your readers
with insight into the likelihood of a dditional impairments resulting from
reasonably likely changes to your a ssumptions.  In this regard, you may
find it useful to provide a sensitivity analysis in your discussion of Critical Accounting Policies within Manageme nt’s Discussion and Analysis to
illustrate the impact of such reasonably likely changes.

******

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 responses 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.

You may contact Jennifer Thompson, Accounting Bran ch Chief, at (202) 551-
3737, if you have any questions regarding the financial statements and related matters.
Please contact Ronald E. Alper, 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

cc:  R. David Patton, Esq.
       Via facsimile (404) 881-7777

CORRESP
1
filename1.htm

Response Letter

 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 additional comments contained in the letter dated November 5, 2008 to Jeffrey S. Lorberbaum, Chairman, President and Chief Executive Officer of the Company.

 Please note that we are filing this response letter via EDGAR submission, and also are delivering a copy of the submission to the Staff’s attention
via overnight courier.

 Definitive Proxy Statement on Schedule 14A

 Compensation Discussion and Analysis, page 9

1.
We note your response to comment one in our letter dated September 24, 2008. Please specifically explain how disclosure of company earnings per share targets for a completed
fiscal year could allow competitors to determine the company’s views on trends in raw material prices and overall cost of goods sold. Please provide similar analysis for the Unilin EBITDA targets.

 Response:

 The Company notes the Staff’s
comment and respectfully submits that disclosure of the Company’s earnings per share targets and EBITDA targets for a completed fiscal year could cause the Company competitive harm. As noted in our prior responses, the Company believes that
disclosure of these targets would give competitors unfair insight into the assumptions underlying the Company’s determination of the metric. The Company believes that competitors

 H. Christopher Owings

 November 20, 2008

 Page 2

could use targets from completed years, together with other information readily available in the industry and the Company’s own public disclosures, to
derive insight into the Company’s views regarding the competitive environment in the marketplace.

 For example, competitors could
determine the relationship between targets from the prior year(s) and the earnings guidance that the Company publicly discloses and use that relationship, refined over time by the Company’s competitors as targets from additional years are
disclosed on a rolling basis, to deduce the Company’s targets for the current year. Once competitors have this information, or have narrowed it to a reasonable range, they could then use other publicly available information, such as the price
of commodities that constitute a significant portion of the Company’s raw material costs, to determine the Company’s expectations regarding other costs. Competitors would then be in position to use this information in pricing competition
for customers or in negotiations with suppliers to the industry with which the Company has negotiated a favorable arrangement.

 In
addition, competitors could use these same derivative models, based on the Company’s analysis and expectations, to gain insight into how the Company views trends in the industry. For example, by controlling for commodity costs, which are
essentially the same for all competitors, competitors can analyze the targets derived from comparing prior year targets with current guidance and gain insight into the Company’s views on the direction of other costs. If commodity costs are
constant and the targets are declining, competitors can assume that the Company believes the costs of other raw materials are increasing. Competitors can use this information in a variety of ways, if only to provide additional support for their own
views regarding the same trends, which will enable more decisive action on the part of the Company’s competitors, based at least in part on the Company’s confidential information.

 As noted in our previous responses, the Company believes that the disclosure of these metrics could cause competitive harm for a variety of reasons. We
hope the foregoing explanation will be satisfactory to the Staff.

 Thank you for your consideration of the Company’s responses to the
Staff’s comments and we appreciate your review and assistance. If you have any questions regarding these responses, please do not hesitate to call the undersigned (404) 881-7951 or James T. Lucke, General Counsel of Mohawk
(706) 624-2660.

Very truly yours,

 /s/ R. David Patton

R. David Patton

 RDP/ck

cc:

 Ronald E. Alper

 Jeffrey S. Lorberbaum

 Frank H. Boykin

 James T. Lucke

Mail Stop 3561

        November 5, 2008

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 response letter  dated October 1, 2008 and have the
following additional comment.  You should comply with the comment in all future
filings, as applicable.  Please confirm in writin g that you will do so and also explain to us
in sufficient detail how you intend to comply by providing us with your proposed revisions.

Definitive Proxy on Schedule 14A

Compensation Discussion and Analysis, page 9
1. We note your response to comment one in our letter dated September 24, 2008.
Please specifically explain how disclosure  of company earnings per share targets
for a completed fiscal year could allow competitors to determine the company’s views on trends in raw material prices  and overall cost of goods sold.  Please
provide similar analysis for the Unilin EBITDA targets.

Jeffrey S. Lorberbaum
Mohawk Industries, Inc.
November 5, 2008 Page 2
Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please furnish a letter that keys your response to our
comment and provides any requested information.  Detailed letters gr eatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
response to our comments.

You may contact Jennifer Thompson, Accounting Bran ch Chief, at (202) 551-
3737, if you have any questions regarding the financial statements and related matters.
Please contact Ronald E. Alper, 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

cc:  R. David Patton, Esq.
       Via facsimile (404) 881-7777

CORRESP
1
filename1.htm

Response Letter to SEC comments

 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

 October 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 additional comments contained in the letter dated September 18, 2008 to Jeffrey S. Lorberbaum, Chairman, President and Chief Executive Officer of the Company.

 Please note that we are filing this response letter via EDGAR submission, and also are delivering a copy of the submission to the Staff’s attention
via overnight courier.

 Definitive Proxy Statement on Schedule 14A

 Compensation Discussion and Analysis, page 19

1.
 We note your response to comment two in our letter dated July 24, 2008 and we reissue that comment. Please provide us on a supplemental basis a detailed
analysis regarding how disclosure of each of the metrics would cause you competitive harm. For example, you should explain how (1) disclosure of earnings per share for the company for a completed year and (2) each of the metrics could be
“reverse engineered” to cause the company competitive harm. You have not adequately explained the reverse engineering process. Please explain how providing the earnings per share targets for the company for a complete year, “would
give competitors insight into the Company’s assumptions and expectations about the future direction of the industry and the Company’s internal forecasting and strategies.” Please better explain how “competitors could then use
that information when competing for customers, raw material supplies and other opportunities.” We are having

 Atlanta • Charlotte • Dallas • Los Angeles • New York • Research Triangle • Silicon Valley • Ventura County • Washington, D.C.

 Mr. H. Christopher Owings

 October 1, 2008

 Page 2

the same difficulty understanding the reverse engineering process for earnings after capital charge targets and inventory turn targets.

 Response:

 The Company notes the Staff’s
comment and respectfully submits that disclosure of each metric could cause the Company competitive harm for all of the reasons discussed in its prior responses. The ability of competitors to use publicly disclosed metrics developed by the Company
to back into the Company’s assumptions underlying the metric is merely one way among many that disclosure could result in competitive harm. This ability to take disclosed targets, even for completed periods, and draw educated conclusions about
the Company’s expectations for the year to which such targets related or to how the Company is likely to react under specified circumstances is what we mean when we refer to “reverse engineering.” Disclosure of the conclusion
generated by the Company’s confidential internal forecasting process could allow a sophisticated user of such information to determine the underlying assumptions and expectations and thereby gain insight in the future, providing an unfair
advantage to the Company’s competitors in formulating strategies for competing against the Company. This unfair competitive advantage is particularly objectionable and harmful to the Company in the case of those competitors not subject to the
same disclosure rules as the Company, as the Company does not have the same opportunity for similar insights with respect to such competitors.

 For example, disclosure of EPS targets could allow competitors to determine the Company’s views on trends in raw material pricing and overall cost of goods sold. By combining past year targets with already publicly disclosed earnings
guidance, competitors could extrapolate from current guidance the current year targets and draw conclusions based on historical accuracy regarding how the Company’s management views the current environment and, based upon such views, how the
Company is likely to act. Competitors could use earnings after capital charge targets for different years to surmise the Company’s goals regarding capital costs for acquisitions and capital expansions. Using that information in a competitive
bidding process for acquisition targets, a competitor could bid just enough so that the cost to the Company of a higher bid would exceed the Company’s goals and therefore make such a competing bid less likely. Competitors could use inventory
turn targets to surmise how the Company manages its inventory, at what point price changes might occur, ways in which the Company works with customers to achieve the specified goals and other confidential information regarding how the Company
operates its business. As noted previously in the Company’s prior responses, these possibilities and all of the other reasons discussed in the Company’s prior responses combine to create the likelihood of substantial injury to the
Company’s competitive position. Therefore, disclosure is not required pursuant to Instruction 4 to Item 402(b) of Regulation S-K.

 Mr. H. Christopher Owings

 October 1, 2008

 Page 3

 Thank you
for your consideration of the Company’s responses to the Staff’s comments and we appreciate your review and assistance. If you have any questions regarding these responses, please do not hesitate to call the undersigned (404) 881-7951
or James T. Lucke, General Counsel of Mohawk (706) 624-2660.

 Very truly yours,

 /s/ R. David Patton

 R. David Patton

 RDP/ck

cc:

 Ronald E. Alper

 Jeffrey S. Lorberbaum

 Frank H. Boykin

 James T. Lucke

Mail Stop 3561

        September 18, 2008

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 response lett er dated August 7, 2008 and have the
following additional comment.  You should comply with the comment in all future
filings, as applicable.  Please confirm in writin g that you will do so and also explain to us
in sufficient detail how you intend to comply by providing us with your proposed revisions.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.

Definitive Proxy on Schedule 14A

Compensation Discussion and Analysis, page 9
1. We note your response to comment two in  our letter dated July 24, 2008 and we
reissue that comment.  Please provide us on a supplemental basis a detailed
analysis regarding how disclosure of each of the metrics would cause you competitive harm.  For example, you should explain how (1) disclosure of earnings per share for the company for a completed year and (2) each of the metrics could be “reverse engineered” to cause the company competitive harm.  You have not adequately explained the reverse engineering process.  Please

Jeffrey S. Lorberbaum
Mohawk Industries, Inc.
September 18, 2008 Page 2
explain how providing the earnings per share targets for the company for a
completed year, “would give competitors insight into the Company’s assumptions
and expectations about the future dir ection of the industry and the Company’s
internal forecasting and stra tegies.”  Please better expl ain how “competitors could
then use that information when competing for customers, raw material supplies and other opportunities.”  We are having the same difficulty understanding the
reverse engineering process for earnings af ter capital charge ta rgets and inventory
turn targets.

Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Detailed lett ers greatly facilitate our review.  Please
understand that we may have additional comm ents after reviewing your response to our
comment.

You may contact Jennifer Thompson, Accounting Bran ch Chief, at (202) 551-
3737, if you have any questions regarding the financial statements and related matters.
Please contact Ronald E. Alper, 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

cc:  R. David Patton, Esq.
       Via facsimile (404) 881-7777

CORRESP
1
filename1.htm

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

 August 7, 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 additional comments contained in the letter dated July 24, 2008 to Jeffrey S. Lorberbaum, Chairman and Chief Executive Officer of the Company.

 Please note that we are filing this response letter via EDGAR submission, and also are delivering a copy of the submission to the
Staff’s attention via overnight courier.

 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

 Liquidity and Capital Resources, page 23

1.
We note your response to comment 3 in our letter dated June 3, 2008. We understand from your response that the increase in inventory from December 31, 2006 to
December 31, 2007 was primarily driven by the acquisition of the Columbia wood flooring business in the third quarter of 2007, and that the increase in inventory thus far in 2008 is due to anticipated seasonal changes in demand and is
consistent with historical increases. Please consider disclosing in future filings information similar to that provided in your response to us, as we continue to believe that investors benefit from insight into the underlying factors behind your
increasing inventory levels at a time when your revenues are declining.

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

 Mr. H. Christopher Owings

 August 7, 2008

 Page 2

 Response:

 The Company acknowledges the Staff’s comment and will provide appropriate disclosure in future filings.

 Definitive Proxy on Schedule 14A

 Compensation
Discussion and Analysis, page 9

2.
We note your response to comment 7 in our letter dated June 3, 2008 and we reissue that comment. Please provide us on a supplemental basis a detailed analysis regarding how
disclosure of each of the metrics would cause you competitive harm. For example, you should explain how (1) disclosure of earnings per share for the company for a completed year and (2) each of the metrics could be “reverse
engineered” to cause the company competitive harm.

 Response:

 The Company notes the Staff’s comment and respectfully submits that disclosure of each metric could cause the Company competitive harm and is
therefore not required pursuant to Instruction 4 to Item 402(b) of Regulation S-K. The targets for each metric are established by the Company’s compensation committee after careful consideration of the Company’s internal financial
targets and operating strategy over both the long and short term. Such internal financial targets and operating strategies are the product of the Company’s financial models, business plan and assessment of the industry and challenges facing the
industry and the Company. Disclosure of such information, and particularly the Company’s earnings per share targets, would give competitors insight into the Company’s assumptions and expectations about the future direction of the industry
and the Company’s internal forecasting and strategies. Competitors could then use that information when competing for customers, raw material supplies and other opportunities. Essentially, competitors would be able to use the Company’s
experience and expertise in the industry in competitive pursuits against the Company.

 Disclosure of the Company’s targets, together
with the detailed historical financial and other data disclosed by the Company, would give competitors insight into the Company’s strategy for achieving its goals. With information regarding the Company’s earnings after capital charge
targets, competitors would be able to make more informed predictions regarding how the Company might deploy its capital in a particular situation and gain an advantage with that information. With information regarding the Company’s inventory
turn targets, competitors would be able to gain insight into the Company’s strategies regarding its manufacturing process, inventory management and customer relationships. Disclosure of the targets could allow competitors to gain valuable
insights into both the strengths and weaknesses the Company brings to a variety of transactions, and could provide such competitors with an unfair negotiating position

 Mr. H. Christopher Owings

 August 7, 2008

 Page 3

 and result in less
favorable terms, or none at all, for the Company. One of the Company’s competitive advantages in the industry is its effective working capital management; granting competitors insight into how the Company views trends in the industry (as
represented by the targets established) would allow competitors to refine not only their views on likely industry direction predicted by the Company but also direct insight into the Company’s likely response to such trends.

 Finally, as noted in the Company’s earlier response, competition for top level individuals in the Company’s industry is intense. Disclosure of
any of these metrics would provide competitors with an unfair advantage in luring away the Company’s existing talent and competing for new talent by providing opportunities for the Company’s competitors to offer compensation packages
tailored to offer similar compensation based on the achievement of less challenging targets. In such event, not only would the Company be harmed by the loss of executive talent, but the Company’s achievement of its goals could be further
jeopardized in the event it became necessary to modify the targets it believes provide appropriate incentives in order to retain or recruit necessary individuals.

3.
We note your response to comment 8 in our letter dated June 3, 2008. As requested, please provide us the proposed disclosure based on the 2008 proxy statement.

 Response:

 As
noted in the Company’s 2008 proxy statement, the Company considered individual performance in connection with establishing compensation for the Company’s named executive officers. For 2007, the Company’s compensation committee
conducted a largely subjective analysis of individual performance, based on the concept that the Company’s named executive officers lead one or more of the Company’s business units and that success of those businesses reflects successful
individual performance in leading them to achieve those results. With respect to increases in base salary, the compensation committee subjectively considered the executive’s performance against plan for the businesses he led and responses to
changes in the underlying assumptions, management of expected and unexpected changes in the operating environment and the leadership provided to the management team for each business. Following this subjective analysis and in light of the
committee’s stated objective to move compensation toward the market median, the committee approved the base salary increases described in the 2008 proxy statement. In addition, the same factors were considered in the committee’s
determination to award an additional bonus to Mr. Turk.

 Thank you for your consideration of the Company’s responses to the
Staff’s comments and we appreciate your review and assistance. If you have any questions

 Mr. H. Christopher Owings

 August 7, 2008

 Page 4

 regarding these
responses, please do not hesitate to call the undersigned (404) 881-7951 or James T. Lucke, General Counsel of Mohawk (706) 624-2660.

Very truly yours,

/s/ R. David Patton

R. David Patton

cc:
Ronald E. Alper

Regina Balderas

Jeffrey S. Lorberbaum

Frank H. Boykin

James T. Lucke

Mail Stop 3561

        July 24, 2008

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 response letter dated July 1, 2008 and have the following
additional comments.  You should comply with the comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us in
sufficient detail how you intend to comply by pr oviding us with your proposed revisions.
If you disagree, we will consider your e xplanation as to why our comments are
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.

Jeffrey S. Lorberbaum
Mohawk Industries, Inc.
July 24, 2008 Page 2
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

Liquidity and Capital Resources, page 23
1. We note your response to comment 3 in our letter dated June 3, 2008.  We understand from your response that the in crease in inventory from December 31,
2006 to December 31, 2007 was primarily driven by the acquisition of the Columbia wood flooring business in the third quarter of 2007, and that the
increase in inventory thus far in 2008 is  due to anticipated seasonal changes in
demand and is consistent with historical increases.  Please consider disclosing in
future filings information similar to that provided in your response to us, as we continue to believe that i nvestors benefit from insight into the underlying factors
behind your increasing inventory levels  at a time when your revenues are
declining.

Definitive Proxy on Schedule 14A

Compensation Discussion and Analysis, page 9
2. We note your response to comment 7 in our letter dated June 3, 2008 and we
reissue that comment.  Please provide us on a supplemental basis a detailed
analysis regarding how disclosure of each of the metrics would cause you competitive harm.  For example, you should explain how (1) disclosure of earnings per share for the company for a completed year and (2) each of the metrics could be “reverse engineered” to cause the company competitive harm.
3. We note your response to comment 8 in our letter dated June 3, 2008.  As
requested, please provide us the proposed disclosure based on the 2008 proxy statement.

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 responses 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
response to our comments.

Jeffrey S. Lorberbaum
Mohawk Industries, Inc.
July 24, 2008 Page 3
You may contact Jennifer Thompson, Accounting Bran ch Chief, at (202) 551-
3737, if you have any questions regarding the financial statements and related matters.
Please contact Ronald E. Alper, 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

cc:  R. David Patton, Esq.
       Via facsimile (404) 881-7777

CORRESP
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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
 2

 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

  Page
 3

 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
 4

 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

  Page
 5

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

  Page
 6

 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

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

Mail Stop 3561
        August 23, 2007

Mr. Frank H. Boykin
Chief Financial Officer
Mohawk Industries, Inc.
160 S. Industrial Blvd.
Calhoun, Georgia  30701

 Re: Mohawk Industries, Inc.
  Form 10-K for Fiscal Year Ended December 31, 2006
Filed February 26, 2007
  Forms 10-Q for Fiscal Quarters Ended March 31, 2007
and June 30, 2007
Filed May 10, 2007 and August 1, 2007
Response Letter Dated August 16, 2007
  File No. 1-13697

Dear Mr. Boykin:

We have completed our review of your Form 10-K and related filings and have no
further comments at this time.

       S i n c e r e l y ,

       J a m e s  A l l e g r e t t o
       Senior Assistant Chief Accountant

CORRESP
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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

August 16, 2007

Mr. James Allegretto

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

  Re:

  Mohawk Industries, Inc.

  Form 10-K for Fiscal Year Ended December 31, 2006, Filed
  February 26, 2007

  Forms 10-Q for Fiscal Quarters Ended March 31, 2007 and
  June 30, 2007,

  Filed May 10, 2007 and August 1, 2007

  File No. 1-13697

Dear Mr. Allegretto:

   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 August 2, 2007 to Frank H.
Boykin, Chief Financial Officer of the Company.

Form 10-K for the Fiscal year Ended
December 31, 2006

Business

General, page 3

In
future filings, please expand your discussion to provide the information
required under Item 101(c)(1)(i) of Regulation S-K pertaining to your principal
products for each of the last three fiscal years.

Response:  The Company has three
categories of similar products accounting for 10% or more of consolidated
revenue in the last three fiscal years.  These three categories are:
(1) Soft surface, which includes carpets, rugs, carpet pad and resilient;
(2) Tile, which includes ceramic tile, porcelain tile and natural stone;
and (3) Wood, which includes laminate, hardwood, roofing panels and
wood-based panels.  In response to this comment, the Company will include
disclosure required under Item 101(c)(1)(i) of Regulation S-K for these three
categories in future filings.

  Bank of
  America Plaza

  101
  South Tryon Street, Suite 4000

  Charlotte,
  NC 28280-4000

  704-444-1000

  Fax:
  704-444-1111

  90 Park
  Avenue

  New
  York, NY 10016

  212-210-9400

  Fax:
  212-210-9444

  3201
  Beechleaf Court, Suite 600

  Raleigh,
  NC 27604-1062

  919-862-2200

  Fax:
  919-862-2260

  The
  Atlantic Building

  950 F
  Street, NW

  Washington,
  DC  20004-1404

  202-756-3300

  Fax:
  202-756-3333

Mr. James Allegretto

August 16, 2007

Page 2

Income Taxes, page 59

Please provide us with a description of the nature of the "Belgium Notional
interest" reconciling item included in the tabular presentation at page 60 of
the differences between the amounts of income tax expense attributable to
earnings before income taxes and the amounts computed by applying the U.S.
statutory federal income tax rate to earnings before income taxes.

Response:  Effective for tax years
beginning in 2006, Belgian tax law permits a corporate tax deduction based on a
Belgian company's equity multiplied by a published government interest rate.
The Belgium Notional Interest reconciling item included on page 60 quantifies
the Company's consolidated deduction pursuant to these provisions.

Commitment and
Contingencies, page 62

We
note your disclosure that you believe that "adequate provisions for resolution
of all claims and pending litigation have been made for probable losses and
that the ultimate outcome of these actions will not have a material adverse
effect on [your] financial condition but could have a material effect on [your]
results of operations in a given quarter or annual period."  Particularly with
regard to the legal proceeding you cite as material, please expand your
discussion to disclose the amounts of reserves you have recorded.  Also ensure
that you have provided all applicable disclosures under paragraphs 8-10 of SFAS
5 including an estimate of the possible loss or range of loss or a statement
that such an estimate cannot be made.

Response:  The Company believes that
it has properly accrued for the Williams case pursuant to Statement of
Financial Accounting Standards No. 5 ("SFAS No. 5") and provided the
disclosures required by SFAS No. 5.  As required by paragraph 8 of SFAS No. 5,
the Company has accrued a reasonable estimate of the probable loss pursuant to
the Williams case.  Pursuant to paragraph 9 of SFAS No. 5, the Company's
management believes that disclosure of the specific amount of the accrual the
Company has made pursuant to the provisions of SFAS No. 5 is not necessary for
the Company's consolidated financial statements not to be misleading.  Further,
the Company respectfully submits that disclosure of the specific amount of the
accrual will impair the Company's ability to effectively defend itself and minimize
the amount of any loss in the Williams case.  As the Company continues to
vigorously defend itself against this action, it will continue to evaluate the
likelihood of an additional loss in excess of the amount accrued to date for
the Williams case and, to the extent an additional significant loss becomes
reasonably possible, will provide the disclosures required by paragraph 10 of SFAS
No. 5.

Mr. James Allegretto

August 16, 2007

Page 3

Controls and Procedures,
page 67

 We note your statement that management does not expect
     that "[your] disclosure controls and procedures or your internal control
     over financial reporting will prevent all errors and all fraud.  A control
     system, no matter how well conceived and operated, can provide only
     reasonable, not absolute, assurance that the objectives of the control
     system are met."  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 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 language quoted by
the Staff in its comment and contained in the Company's Form 10-K is intended
to educate the reader as to the limitations inherent in any company's
disclosure controls and procedures.  We respectfully submit that the process
undertaken by the Company and its Chief Executive Officer and Chief Financial
Officer meets the applicable legal requirements and guidance relating to the
evaluation of disclosure controls and procedures.  The Company hereby confirms
that its controls and procedures were designed at the reasonable assurance
level and its principal executive officer and principal financial officer
concluded that its disclosure controls and procedures were effective at the
reasonable assurance level.  The Company will revise its disclosure in future
filings to make it clear that its disclosure controls and procedures were
designed to provide "reasonable assurance . . ." as requested by the
Staff.

            In connection with these responses to the
Staff's comments, the Company acknowledges that:

            •           the
Company is responsible for the adequacy and accuracy of the disclosure in the
filing;

            •           Staff
comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to the filing; 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.

Mr. James Allegretto

August 16, 2007

Page 4

Thank
you for your consideration of the Company's responses to the Staff's comments
and we appreciate your review and assistance.  If you have any questions
regarding these responses, please do not hesitate to call the undersigned
(404-881-7951) or James T. Lucke, General Counsel of Mohawk (706) 624-2660.

Very truly yours,

/s/: R. David Patton

       R. David
Patton

  cc:
    Regina Balderas
  (Securities and Exchange Commission)

  Frank H. Boykin (Mohawk
  Industries, Inc.)

  James T. Lucke (Mohawk
  Industries, Inc.)

Mail Stop 3561
        August 2, 2007

Mr. Frank H. Boykin
Chief Financial Officer
Mohawk Industries, Inc.
160 S. Industrial Blvd.
Calhoun, Georgia  30701

 Re: Mohawk Industries, Inc.
  Form 10-K for Fiscal Year Ended December 31, 2006
Filed February 26, 2007
  Forms 10-Q for Fiscal Quarters Ended March 31, 2007
and June 30, 2007
Filed May 10, 2007 and August 1, 2007
  File No. 1-13697

Dear Mr. Boykin:

We have reviewed your filings and have the following comments.  We have
limited our review of your filings to those issues we have addressed in our comments.
Please provide a written response to our comments.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  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.

Mr. Frank H. Boykin
Mohawk Industries, Inc.
August 2, 2007 page 2

Form 10-K for the Fiscal Year Ended December 31, 2006

Business

General, page 3

1. In future filings, please expand your discussion to provide the information required under Item 101(c)(1)(i) of Regula tion S-K pertaining to your principal
products for each of the last three fiscal years.

Income Taxes, page 59

2. Please provide us with a description of the nature of the “Belgium Notional interest” reconciling item included in the tabular presentation at page 60 of the differences between the amounts of income tax expense attributable to earnings before income taxes and the amounts computed by applying the U.S. statutory federal income tax rate to earnings before income taxes.

Commitments and Contingencies, page 62

3. We note your disclosure that you believe that “adequate provisions for resolution of all claims and pending litigation have been made for probable losses and that the ultimate outcome of these actions will not have a material adverse effect on [your] financial condition but could have a material effect on [your] results of operations in a given quarter or annual period.”  Particularly with regard to the legal proceeding you cite as material, please expand your discussion to disclose the amounts of reserves you have recorded.  Also ensure that you have provided all applicable disclosures under paragraphs 8-10 of SFAS 5 including an estimate of the possible loss or range of loss or a statement that such an estimate cannot be made.

Controls and Procedures, page 67

4. We note your statement that management does not expect that “[your] disclosure controls and procedures or your internal control over financial reporting will prevent all errors and all fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.”  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 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

Mr. Frank H. Boykin
Mohawk Industries, Inc.
August 2, 2007 page 3

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 .

Closing Comments

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 responses 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 the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

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

‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;

‚ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; 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 advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

Mr. Frank H. Boykin
Mohawk Industries, Inc.
August 2, 2007 page 4

 You may contact Regina Balderas, St aff Accountant, at (202) 551-3722 if you
have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3849 with any other questions.

       S i n c e r e l y ,

       J a m e s  A l l e g r e t t o
       Senior Assistant Chief Accountant