SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant /x/

Filed by a Party other than the Registrant
---
Check the appropriate box:

/ / Preliminary Proxy Statement
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
/ / Section 240.142-12

CARLISLE COMPANIES INCORPORATED
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

- -------------------------------------------------------------------------------

(Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the
appropriate box):

/x/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i) (2)
/ / $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i) (3)
/ / Fee computed on table below per Exchange Act Rules
14a-6(i) (4) and 0-11
1) Title of each class of securities to which transaction
applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:*

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4) Proposed maximum aggregate value of transaction:

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* Set forth the amount on which the filing fee is calculated and state how
it was determined.

/ / Check box if any party of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

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4) Date Filed:

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[LOGO]

CARLISLE COMPANIES INCORPORATED
250 SOUTH CLINTON STREET, SUITE 201
SYRACUSE, NEW YORK 13202-1258
(315) 474-2500

------------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

------------------------

The 1995 Annual Meeting of Shareholders of Carlisle Companies Incorporated
will be held at the offices of the Company, 250 South Clinton Street, Suite 201,
Syracuse, New York on Thursday, April 20, 1995, at 12 noon for the following
purposes:

1. To elect three (3) Directors;

2. To transact any other business properly brought before the meeting.

Only shareholders of record at the close of business on February 21, 1995
will be entitled to vote whether or not they have transferred their stock since
that date.

SHAREHOLDERS ARE URGED TO FILL IN, SIGN, DATE AND MAIL THE ENCLOSED PROXY AS
PROMPTLY AS POSSIBLE.

By Order of the Board of Directors

SCOTT C. SELBACH,
SECRETARY

Syracuse, New York
March 7, 1995

------------------------

PROXY STATEMENT
---------------------

GENERAL

THE ENCLOSED PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. The cost of proxy
solicitation will be borne by the Company. In addition to the solicitation of
proxies by use of the mails, officers and regular employees of the Company may
devote part of their time to solicitation by telegraph, telephone or personal
calls. Arrangements may also be made with brokerage houses and other custodians,
nominees and fiduciaries for the forwarding of solicitation material to
beneficial owners and for reimbursement of their out-of-pocket and clerical
expenses incurred in that connection. Proxies may be revoked at any time prior
to voting.

The mailing address of the principal executive offices of the Company is
Carlisle Companies Incorporated, 250 South Clinton Street, Suite 201, Syracuse,
New York 13202-1258. This Proxy Statement and the enclosed Proxy together with
the 1994 Annual Report was mailed to shareholders on or about March 7, 1995. On
written request mailed to the attention of the Secretary of the Company, at the
address set forth above, the Company will provide without charge a copy of its
1994 annual report on Form 10-K filed with the Securities and Exchange
Commission.

VOTING SECURITIES

At the close of business on December 31, 1994, the Company had outstanding
15,412,530 shares of Common Stock of which 15,401,692 shares are entitled to
vote. The remaining 10,838 shares are not entitled to vote until the holders of
Carlisle Corporation common stock certificates exchange their certificates for
certificates issued by the Company. The exchange is governed by an Agreement of
Merger dated March 7, 1986 which was approved by shareholders of Carlisle
Corporation and became effective on May 30, 1986. Shares of the Company issued
pursuant to the exchange before the February 21, 1995 record date will be
entitled to vote at the Annual Meeting.

The Company's Restated Certificate of Incorporation provides that each
person who received his or her Common Stock in connection with the Merger is
entitled to five votes per share. Persons acquiring shares of the Company after
May 30, 1986 (the effective date of the Merger) are entitled to one vote per
share until the shares have been beneficially owned (as defined in the Restated
Certificate of Incorporation) for a continuous period of four years. The actual
voting power of each holder of Common Stock will be based on shareholder records
at the time of the meeting. See "Voting by Proxy and Confirmation of Beneficial
Ownership" beginning on page 12. In addition to the shares outstanding on
December 31, 1994, holders of shares issued from the treasury, other than for
the exercise of stock options, before the close of business on February 21, 1995
(the record date for determining shareholders entitled to vote at the meeting)
will be entitled to five votes per share unless the Board of Directors
determines otherwise at the time of authorizing such issuance.

SECURITY OWNERSHIP

A. BENEFICIAL OWNERS

The following table provides information as of December 31, 1994 as to the
number of shares and the percentage of the Company's Common Stock with respect
to any person who is known to the Company to be the beneficial owner of more
than five percent of any class of the Company's voting

securities. As defined in Securities and Exchange Commission Rule 13d-3,
"beneficial ownership" means essentially that a person has or shares voting or
investment decision power over shares. It does not necessarily mean that the
person enjoys any economic benefit from those shares.

NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER OF SHARES PERCENTAGE
- ----------------------------------------------- ----------------- -----------

Mitchell Hutchins
Institutional Investors, Inc.
1285 Avenue of the Americas
New York, NY 10019 929,600(a) 6.03
<FN>
- ------------------------
(a) The shares are held in various fiduciary capacities. The shareholder has
shared voting and dispositive powers with respect to all shares.

B. NOMINEES, DIRECTORS AND OFFICERS

The following table provides information as of December 31, 1994, as
reported to the Company by the persons and members of the group listed, as to
the number of shares and the percentage of the Company's Common Stock
beneficially owned by: (i) each Director, nominee and executive officer named in
the Summary Compensation Table on page 7; and (ii) all Directors, nominees and
current officers of the Company as a group.

NAME OF DIRECTOR/EXECUTIVE OR
NUMBER OF PERSONS IN GROUP NUMBER OF SHARES PERCENTAGE
- ---------------------------------- ------------------------ ---------------

Magalen O. Bryant 840,501(a)(b) 5.45
Donald G. Calder 7,205(c) .05
Paul J. Choquette, Jr. 1,182 less than .01
Henry J. Forrest 381 less than .01
Dennis J. Hall 128,090(g)(h) .82
Stephen P. Munn 507,253(d)(e)(g)(h) 3.25
George L. Ohrstrom, Jr. 1,109,622(a)(b)(e) 7.20
Eriberto R. Scocimara 4,752(f) .03
David G. Thomas 7,300 .05
Erskine N. White, Jr. 1,171(i) less than .01
Scott C. Selbach 24,715(g)(h) .16
John S. Barsanti 17,557(g)(h) .11
James B. Pineau 20,900(g)(h) .14
14 Directors and current officers
as a group 1,957,850(g)(h) 12.38
<FN>
- ------------------------
(a) Includes 285,696 shares (1.81%) held by a trust for the benefit of Mrs.
Bryant's children as to which Mrs. Bryant and Mr. Ohrstrom are co-trustees.
Each disclaims beneficial ownership of these shares.

(b) Includes 201,600 shares (1.27%) held by the Ohrstrom Foundation, of which
Mrs. Bryant and Mr. Ohrstrom are co-trustees. Each disclaims beneficial
ownership of these shares.

(c) Includes 1,000 shares held by Mr. Calder's wife and 800 shares held by Mr.
Calder's wife as custodian for the benefit of their two children. Mr.
Calder disclaims beneficial ownership of these shares.

(d) Includes 2,600 shares held by Mr. Munn's wife. Mr. Munn disclaims
beneficial ownership of these shares.

(e) Includes 245,696 shares (1.55%) held by a trust for the benefit of Mr.
Ohrstrom's children as to which Mr. Ohrstrom and Mr. Munn are co-trustees.
Each disclaims beneficial ownership of these shares.

(f) Includes 1,000 shares held by Mr. Scocimara's wife. Mr. Scocimara disclaims
beneficial ownership of these shares. During 1994, Mr. Scocimara filed a
late Form 4 relating to one transaction involving common stock of the
Company beneficially owned by him.

(g) Includes shares allocated to the accounts of the following named officers
and to other executive officers participating in the Company's Employee
Incentive Savings Plan; Mr. Munn, 1,516 shares; Mr. Hall, 1,424 shares; Mr.
Selbach, 1,229 shares; Mr. Barsanti, 523 shares; Mr. Pineau, 1,166 shares
and other executive officers, 879 shares. Each participant in the Plan has
the right to direct the voting of shares allocated to his account. Shares
are held by the Employee Incentive Savings Plan trustee in a commingled
trust fund with beneficial interest allocated to each participant's
account.

(h) Includes shares which the following named officers and other executive
officers have the right to acquire within 60 days through the exercise of
stock options issued by the Company; Mr. Munn, 217,534 shares; Mr. Hall,
116,666 shares; Mr. Selbach, 19,334 shares; Mr. Barsanti, 15,334 shares;
Mr. Pineau, 18,334 shares; and other executive officers, 16,334 shares.
Shares issued from the treasury of the Company pursuant to the exercise of
stock options have one vote per share until the stock issued upon exercise
of the options has been held for a continuous period of four years.

(i) All shares are held by a trust for the benefit of Mr. White.

BOARD OF DIRECTORS

A. ELECTION OF DIRECTORS

The Company's Certificate of Incorporation provides for a classified Board
of Directors under which the Board is divided into three classes of Directors,
each class as nearly equal in number as possible.

At the meeting three (3) Directors are to be elected. The Directors will be
elected to serve for a three-year term until the 1998 Annual Meeting and until
their successors are elected and qualified. Proxies received by the Board of
Directors containing no instructions to the contrary will be voted for the three
nominees listed below. For voting purposes, proxies requiring confirmation of
the date of beneficial ownership received by the Board of Directors with such
confirmation not completed so as to show which shares beneficially owned by the
shareholder are entitled to five votes for each share will be voted with one
vote for each share. (See "Voting By Proxy and Confirmation of Beneficial
Ownership" beginning on page 12.) In the event any nominee is unable to serve
(an event management does not anticipate), the Proxy will be voted for a
substitute nominee selected by the Board of Directors.

NOMINEES FOR ELECTION

The following table sets forth certain information relating to each nominee,
as furnished to the Company by the nominee. Except as otherwise indicated, each
nominee has had the same principal occupation or employment during the past five
years.

POSITIONS WITH COMPANY, PRINCIPAL OCCUPATION, AND PERIOD OF SERVICE
NAME AGE PERIOD OF OTHER DIRECTORSHIPS AS DIRECTOR (A)
- --------------------------------- --- --------------------------------------------------- -------------------

Donald G. Calder 57 Member of firm of G. L. Ohrstrom & Co., a private December, 1984 to
investment firm. Director of Central Securities date
Corporation, Roper Industries, Inc. and Harrow
Industries, Inc. Member of Executive and Audit
Committees of the Company.

Dennis J. Hall 53 President, since February, 1995, and Executive Vice February, 1995 to
President, Treasurer and Chief Financial Officer, date
since August, 1989, of the Company

Eriberto R. Scocimara 59 President and Director of Hungarian-American July, 1970 to date
Enterprise Fund. President, 1991-1992, LCS -
America, Inc. Executive Vice President, 1988-1990,
The Thompson Company. Director of Quaker Fabric
Corporation, Roper Industries, Inc. and Harrow
Industries, Inc. Member of Executive and
Compensation Committees and Chairman of Pension &
Benefits Committee of the Company.

DIRECTORS WITH UNEXPIRED TERMS

The following table sets forth certain information relating to each Director
whose term has not expired, as furnished to the Company by the Director. Except
as otherwise indicated, each Director has had the same principal occupation or
employment during the past five years.

Magalen O. Bryant (b) 66 Investor in various corporations. Director of Dover April, 1978
Corporation and O'Sullivan Corp. Member of the Audit to date
and Pension & Benefits Committees of the Company.

Paul J. Choquette, Jr. 56 President of Gilbane Building Company. Chairman of April, 1991
Gilbane Properties, Inc., a real estate development to date
and management company. Director of Fleet Financial
Group, Inc. and Eastern Utilities Associates.
Chairman of the Audit Committee and member of the
Pension & Benefits Committee of the Company.

Henry J. Forrest 61 Director and past President and Chief Operating August, 1993 to
Officer of Inter-City Products Corporation. Member date
of Audit and Pension & Benefits Committees of the
Company.

Stephen P. Munn 52 Chief Executive Officer, since September, 1988, September, 1988 to
Chairman of the Board, since January, 1994, and date
President from September, 1988 to February, 1995, of
the Company. Member of Executive Committee of the
Company. Director of International Imaging
Materials.

George L. Ohrstrom, Jr. (b) 67 Member of firm of G. L. Ohrstrom & Co. Director of April, 1963
Roper Industries, Inc. and Harrow Industries, Inc. to date
Chairman of Executive and Compensation Committees of
the Company.

David G. Thomas 69 Past Chairman of the Fleming Enterprise Investment November, 1989
Trust PLC., a United Kingdom investment trust and a to date
director of various corporations including Dover
Corporation and Interface, Inc. Member of Audit,
Pension & Benefits and Compensation Committees of
the Company.

Erskine N. White, Jr. 70 President of E.N. White Management Corporation, a April, 1982
business and financial consulting firm. Director of to date
Rhode Island Hospital Trust Corporation and Keyport
Insurance Company. Member of Executive Committee of
the Company.
<FN>
- ------------------------
(a) Information reported includes service as a director of Carlisle
Corporation, the Company's predecessor.

(b) Mrs. Bryant and Mr. Ohrstrom are related to one another as sister and
brother.

B. MEETINGS OF THE BOARD AND CERTAIN COMMITTEES; REMUNERATION OF DIRECTORS

During 1994, the Board of Directors of the Company held seven meetings. The
annual fee paid to each Director who is not a member of management is $20,000.
Each such Director may elect to receive the entire annual fee in cash or
one-half of the fee in cash and shares of common stock of the Company with a
market value equal to one-half of the fee. The fee paid to such Directors for
each meeting attended is $750.

The Board has standing Executive, Audit, Compensation and Pension and
Benefits Committees.

The Executive Committee has the authority to exercise all powers of the
Board of Directors between regularly scheduled Board meetings. During 1994, the
Executive Committee met four times. Each member of the Executive Committee who
is not a member of management receives an annual fee of $15,000; the Chairman of
the Committee receives an additional fee of $8,000. In addition, each such
member receives $300 for each meeting attended.

The functions of the Audit Committee consist of annually recommending to the
Board of Directors the appointment of independent auditors; reviewing with such
auditors the plan and results of the auditing engagement; reviewing the scope
and results of the Company's procedures for internal auditing; and reviewing the
adequacy of the Company's system of internal accounting controls.

During 1994, the Audit Committee held five meetings. Members of the Audit
Committee each receive $300 for each meeting attended; the Chairman of the
Committee receives an additional fee of $5,000 and each member of the Committee
receives an annual fee of $1,000.

The Compensation Committee administers the Company's incentive programs and
decides upon annual salary adjustments and discretionary bonuses for various
employees of the Company. During 1994, the Compensation Committee met once.
Members of the Compensation Committee each receive $300 for each meeting
attended; the Chairman of the Committee receives an additional fee of $3,000 and
each member of the Committee receives an annual fee of $1,000.

The Pension and Benefits Committee monitors the performance of the Company's
pension and benefits programs and implements changes recommended by the Board.
During 1994, the Pension and Benefits Committee met twice. Members of the
Pension and Benefits Committee each receive $300 for each meeting attended and
the Chairman of the Committee receives an additional fee of $3,000 and each
member of the Committee receives an annual fee of $1,000.

Occasionally Directors are asked to serve on special committees and are
typically paid $300 for each meeting attended or $1,000 for a visit to a plant
site which may require an overnight stay.

For 1994 all Directors attended at least 75% of the aggregate of (i) the
total number of Board of Directors meetings which he or she was eligible to
attend and (ii) all meetings of committees of the Board on which the director
served.

Each Director who is not a member of management is a participant in a
Director Retirement Program. Each such Director who has attained, as of the
effective date, or subsequently attains five years of service on the Board as a
non-employee from the date of his or her election to the Board is eligible to
receive retirement benefits under the Program. Upon retirement from the Board,
each eligible Director will receive monthly payments equal to 1/12 (one-twelfth)
the annual fee paid to each Director (cash and stock) in effect on the date of
retirement. The Program payments continue for the number of years equal to each
Director's years of service on the Board; or until the death of the Director,
whichever occurs first. In the event a retired Director receiving payments dies
before receiving his or her full benefit; the Director's surviving spouse will
receive the remaining benefits until the spouse's death or the benefit is
completed, whichever occurs first.

COMPENSATION OF EXECUTIVE OFFICERS

A. SUMMARY COMPENSATION TABLE

The following table discloses compensation received by the Company's Chief
Executive Officer and the four remaining most highly paid executive officers for
the three fiscal years ended December 31, 1994:

LONG TERM
COMPENSATION
ANNUAL COMPENSATION -------------
(1) SECURITIES
------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS (3) COMP. (2)
------------------------------- ---- -------- -------- ------------- -------------

Stephen P. Munn 1994 $490,000 $375,000 50,000 $6,000
Chairman, 1993 425,000 350,000 100,000 9,433
President & Chief 1992 375,000 280,000 50,000 5,819
Executive Officer
Dennis J. Hall 1994 300,000 215,000 25,000 6,000
Executive Vice President, 1993 275,000 200,000 30,000 7,815
Treasurer & Chief 1992 237,000 165,000 20,000 5,819
Financial Officer
Scott C. Selbach 1994 145,000 88,000 5,000 6,000
Vice President, 1993 133,000 70,000 4,000 7,032
Secretary and 1992 127,000 38,000 4,000 5,928
General Counsel
John S. Barsanti 1994 127,900 74,822 5,000 6,000
Vice President, 1993 121,800 47,356 4,000 6,572
Planning and 1992 116,050 37,700 4,000 3,626
Administration
James B. Pineau 1994 122,000 62,806 5,000 6,000
Vice President 1993 116,200 41,413 4,000 5,996
and Controller 1992 111,200 33,400 4,000 5,819
<FN>
- ------------------------------
(1) Includes amounts earned in fiscal year.
(2) Vested contribution to the Company 401(k) plan.
(3) Common stock of the Company. Amounts in 1992 and 1993 reflect adjustments
for two-for-one stock split on June 1, 1993.

B. STOCK OPTION GRANTS IN 1994
The following table discloses information on stock option grants in fiscal
1994 to the named executive officers and the potential stock price appreciation
to all shareholders and all optionees and restricted share recipients assuming
the rates of appreciation set forth below.

POTENTIAL PRE-TAX (2)
REALIZABLE VALUE AT
INDIVIDUAL GRANTS ASSUMED
--------------------------------------------------- ANNUAL RATES OF STOCK
NUMBER OF % OF TOTAL PRICE
SECURITIES OPTIONS APPRECIATION FOR OPTION
UNDERLYING GRANTED TO EXERCISE TERM
OPTIONS EMPLOYEES IN PRICE EXPIRATION --------------------------
NAME GRANTED FISCAL YEAR ($/SH) DATE (1) 5% 10%
- ---------------------------------------- ------------ ------------ ----------- ---------- ------------ ------------

Stephen P. Munn 50,000 49.8 $34.50 2/1/04 $ 1,086,750 $ 2,742,750
Dennis J. Hall 25,000 24.9 34.50 2/1/04 543,375 1,371,375
Scott C. Selbach 5,000 5.0 34.50 2/1/04 108,675 274,275
John S. Barsanti 5,000 5.0 34.50 2/1/04 108,675 274,275
James B. Pineau 5,000 5.0 34.50 2/1/04 108,675 274,275
All Optionees and Restricted Share
Recipients as a Group (3) 2,419,149 6,105,471
All Shareholders as a Group (3) 331,570,164 836,819,937
<FN>
- ------------------------------
(1) Options are exercisable 33.3% on 4/20/94; 33.3% on 2/2/95 and the balance
on 2/2/96 and thereafter, cumulatively, through the expiration date.
(2) Prior to applicable federal, state and other taxes.
(3) Under the Company's Executive Incentive Program, certain employees of the
Company's operating divisions and subsidiaries who are not named in the
Summary Compensation Table are eligible to receive stock options and shares
of restricted stock of the Company. Separate rows are added to the table
for recipients of all equity based Company compensation as a group and for
all shareholders as a group to illustrate the potential stock price
appreciation to all shareholders.

C. AGGREGATED OPTION EXERCISES IN 1994 AND YEAR END VALUES

The following table discloses information on stock option exercises in
fiscal 1994 by the named executive officers and the value of each officers'
unexercised stock options on December 31, 1994.

PRE-TAX (1) VALUE
OF
UNEXERCISED,
NUMBER OF SECURITIES IN-THE-MONEY
SHARES PRE-TAX (1) UNDERLYING UNEXERCISED OPTIONS AT
ACQUIRED ON VALUE REALIZED OPTIONS AT FISCAL YEAR FISCAL YEAR END
NAME EXERCISE (#) (2) END (#) (3)
- ----------------------------------- ------------ --------------- ----------------------------- -----------------

EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
----------------------------- -----------------
Stephen P. Munn 25,800 $406,225 167,534 66,666 $2,276,584
Dennis J. Hall 10,000 144,400 98,333 26,667 1,543,483
Scott C. Selbach 4,000 58,260 16,333 4,667 253,456
John S. Barsanti 0 0 12,333 4,667 174,176
James B. Pineau 1,000 14,940 15,333 4,667 234,326

NAME
- -----------------------------------

Stephen P. Munn $437,662
Dennis J. Hall 142,167
Scott C. Selbach 20,774
John S. Barsanti 20,774
James B. Pineau 20,774
<FN>
- ------------------------------
(1) Prior to applicable federal, state and other taxes.
(2) Value realized is calculated by subtracting the exercise price from the
fair market value of Company stock on the date of exercise.
(3) Total value of options is calculated by subtracting the exercise price from
the fair market value of Company stock of $36.13 as of December 31, 1994.

D. PENSION PLAN TABLE

The following table discloses estimated annual benefits payable upon
retirement with respect to the retirement plans for employees of the Company and
its subsidiaries.

YEARS OF SERVICE
---------------------------------------------------------------
REMUNERATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
--------------- ----------- ----------- ----------- ----------- -----------

$ 150,000 $ 31,680 $ 42,240 $ 52,799 $ 63,359 $ 73,919
200,000 42,930 57,240 71,549 85,859 100,169
250,000 54,180 72,240 90,299 108,359 126,419
300,000 65,430 87,240 109,049 130,859 152,669
350,000 76,680 102,240 127,799 153,359 178,919
400,000 87,930 117,240 146,549 175,859 205,169
450,000 99,180 132,240 165,299 198,359 231,419
500,000 110,430 147,240 184,049 220,859 257,669
550,000 121,680 162,240 202,799 243,359 283,919
600,000 132,930 177,240 221,549 265,859 310,169
650,000 144,180 192,240 240,299 288,359 336,419
700,000 155,430 207,240 259,049 310,859 362,669
750,000 166,680 222,240 277,799 333,359 388,919
800,000 177,930 237,240 296,549 355,859 415,169
850,000 189,180 252,240 315,299 378,359 441,419
900,000 200,430 267,240 334,049 400,859 467,669
950,000 211,680 282,240 352,799 423,359 493,919
1,000,000 222,930 297,240 371,549 445,859 520,169
1,050,000 234,180 312,240 390,299 468,359 546,419
1,100,000 245,430 327,240 409,049 490,859 572,669
1,150,000 256,680 342,240 427,799 513,359 598,919
1,200,000 267,930 357,240 446,549 535,859 625,169

Compensation covered by the pension plan of the Company and its subsidiaries
includes total cash remuneration in the form of salaries and bonuses (shown in
the Annual Compensation columns of the Summary Compensation Table). Benefits are
computed as a percentage of final average earnings, subject to reductions for
Social Security amounts.

As of December 31, 1994, the full years of credited service under the plans
for each of the following individuals were as follows: Mr. Munn, 5 years; Mr.
Hall, 4 years; Mr. Selbach, 4 years; Mr. Barsanti, 3 years; and Mr. Pineau, 4
years.

E. COMPENSATORY ARRANGEMENTS AND RELATED TRANSACTIONS

The Company has outstanding agreements with certain executive employees of
the Company selected by the Board of Directors, which agreements provide that
the individuals will not, in the event of the commencement of steps to effect a
change of control, voluntarily leave the employ of the Company until a third
person has terminated his or its efforts to effect a Change of Control (defined
generally as acquisition of 20% or more of the outstanding voting shares or a
change in a majority of the Board of Directors) or until a Change of Control has
occurred.

In the event of a termination of the individual's employment within three
years of a Change in Control, the executive is entitled to three years'
compensation, including bonus, retirement benefits equal to the benefits he
would have received had he completed three additional years of employment,
continuation of all life, accident, health, savings, and other fringe benefits
for three years, and relocation assistance.

At any time prior to a Change of Control, the Board of Directors of the
Company may amend, modify or terminate any such agreement. The Board of
Directors may also, at any time, terminate an agreement with respect to any
executive employee who is affiliated with any group seeking or accomplishing a
Change of Control. Mr. Munn, Mr. Hall, Mr. Selbach, Mr. Barsanti and Mr. Pineau
are each a party to such an agreement.

F. PERFORMANCE GRAPH

The following graph shows a five-year comparison of cumulative total returns
for the Company, the S&P 500 Composite Index and the Russell 2000 Index.

YEAR CARLISLE S&P 500 RUSSELL 2000
----- ----------- ----------- ---------------

1989 $ 100.00 $ 100.00 $100.00
1990 93.30 96.80 80.50
1991 132.95 126.32 117.61
1992 156.62 136.05 139.25
1993 229.54 149.64 165.56
1994 254.17 151.57 162.56

G. REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

The policies of the Compensation Committee of the Board of Directors of
Carlisle Companies Incorporated are highly performance-related and are intended
to motivate and reward individual performance that contributes to the attainment
of the operational, financial and strategic goals set by management to build
shareholder value.

Executive officers of the Company receive an annual base salary and are
eligible for grants of stock options and performance-based cash bonuses. The
Committee evaluates subjective individual and objective Company performance
criteria in determining the size of the various components of compensation.
However, no pre-established compensation targets are set nor are any specific
objective performance criteria or pre-established weights thereof assigned to
any component to the exclusion of others.

Base salaries are normally adjusted annually, based upon general industry
changes in salary levels, individual and Company performance and levels of
duties and responsibilities.

Annual cash bonuses awarded to executive officers are based on a percentage
of each officers' base salary. The percentage of base salary for each officer is
determined each year by the Committee based on an unweighted subjective
evaluation of individual performances as reported to the Committee by the Chief
Executive Officer, an objective review of Company performance criteria, such as
sales, operating earnings, net earnings per share, stock price, and other
factors as the Committee deems appropriate.

Amounts paid as annual cash bonuses to the Chief Executive Officer and the
four remaining highest compensated officers of the Company are included as
compensation under Section 162(m) of the Internal Revenue Code for purposes of
determining the extent to which a tax deduction will be disallowed to the
Company for annual compensation paid to any such person in excess of $1,000,000.
In order to exclude annual cash bonuses from the calculation of the $1,000,000
limitation, such amounts must be paid solely on account of the attainment of one
or more performance goals that precludes the exercise of discretion by the
Compensation Committee. The Compensation Committee believes that its policy of
evaluating subjective individual performances in awarding annual cash
bonuses is important in attracting, retaining and motivating key personnel of
the Company and has determined that such discretion should be maintained in
order to serve the best interests of the Company.

Stock options are generally awarded annually under a provision of the
Company's Executive Incentive Plan which gives the Committee discretion to award
stock options to executive employees. Under amendments to the stock option plan
approved by the shareholders, compensation paid in the form of nonqualified
stock options will constitute "performance-based compensation" under Section
162(m) of the Internal Revenue Code. In addition to preserving the Company's
income tax deduction for compensation paid in the form of nonqualified stock
options, the amendments enhance the performance-related policies of the
Compensation Committee by assuring that compensation attributable to the
exercise of stock options is paid solely on account of the attainment of a
specified performance goal, namely, appreciation in value of the Company's
stock. The amendments also function to reward executive officers only to the
extent that the Company's shareholders have benefitted from share appreciation.
Under the amendments, stock options will generally be granted with an option
price equal to the fair market value of the Company's stock on the date of
grant. Additionally, in order to provide an objective formula for determining
the maximum amount of compensation an executive officer may receive on the
exercise of stock options, no participant may receive options to acquire more
than one hundred thousand (100,000) option shares in any one fiscal year period.
While the number of stock options awarded to any executive officer by the
Committee is not determined by a pre-established plan formula, the Committee
reviews individual and Company performance criteria and other factors it deems
appropriate in awarding stock options.

With respect to compensation earned by the executive officers of the Company
in 1994 (including bonus compensation paid in 1995), the Committee reviewed and
measured each executive's individual

contributions to the progress made by the Company toward accomplishing its
financial and strategic goals, including the Company's performance against prior
year financial figures and ratios and the enumerated critical success factors
outlined in the 1994 Annual Report to Shareholders. The Compensation Committee
found, as reflected in the financial statements of the Company for the year
ending December 31, 1994, that the Company performed well in 1994 against prior
year sales (up 13%), operating earnings (up 26%), net earnings per share (up
26%) and stock price (up 8%). The Company also performed favorably against its
critical success factors as outlined in the 1994 Annual Report to Shareholders.
Of course, industry standards and global economic conditions also influenced
executive compensation decisions by the Committee.

Compensation paid to Mr. Stephen P. Munn, the Company's Chief Executive
Officer, was assessed on both qualitative and quantitative performance based
measures consistent with the policies set forth above. While the Committee
included in Mr. Munn's performance measurement a comparative review of Company
financial figures and ratios, which, as discussed above, it found favorable,
principal among all criteria considered by the Committee in establishing Mr.
Munn's compensation was the continued significant enhancement in shareholder
value. For calendar year 1994, total return in shareholder value exceeded 10.5
percent as compared with nominal or negative returns in the other Performance
Graph indices. Despite flat results in many market indices, total market value
of the Company's stock increased over $47 million in calendar year 1994.
Quarterly dividends increased over 11 percent, enabling the Company to pass on a
portion of the Company's earnings to shareholders.

CARLISLE COMPANIES INCORPORATED
COMPENSATION COMMITTEE

George L. Ohrstrom, Jr., CHAIRMAN
Eriberto R. Scocimara
David G. Thomas

SELECTION OF AUDITORS

KPMG Peat Marwick LLP audited the accounts of the Company and its
subsidiaries for the year ended December 31, 1993. On March 4, 1994, upon the
recommendation and approval of the Audit Committee, the Company appointed the
accounting firm of Arthur Andersen LLP as independent accountants for fiscal
year 1994 to replace KPMG Peat Marwick LLP effective with such appointment.
Arthur Andersen LLP have been recommended by the Audit Committee and the Board
of Directors to audit the accounts of the Company and its subsidiaries for the
year ending December 31, 1995. One or more representatives of Arthur Andersen
LLP are expected to be present at the meeting and will be given an opportunity
to make a statement, if they so desire, and to respond to appropriate questions
of shareholders in attendance.

During the year ended December 31, 1993 and the interim period subsequent
thereto, there were no disagreements with KPMG Peat Marwick LLP on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure or any reportable events.

KPMG Peat Marwick LLP's report on the financial statements of the Company
for the year ended December 31, 1993 contained no adverse opinion or disclaimer
of opinion and was not qualified or modified as to uncertainty, audit scope or
accounting principles.

SHAREHOLDER PROPOSALS FOR PRESENTATION AT THE 1996 ANNUAL MEETING

If a shareholder of the Company wishes to present a proposal for
consideration for inclusion in the Proxy Statement for the 1996 Annual Meeting,
the proposal must be sent by Certified Mail -- Return Receipt Requested and must
be received at the executive offices of the Company, 250 South Clinton Street,
Suite 201, Syracuse, New York 13202-1258, Attn: Secretary, no later than
November 10, 1995. All proposals must conform to the rules and regulations of
the Securities and Exchange Commission.

VOTING BY PROXY AND CONFIRMATION OF BENEFICIAL OWNERSHIP

To assure that your shares will be represented at the meeting, please
complete, sign, and return the enclosed Proxy in the envelope provided for that
purpose whether or not you expect to attend. Shares represented by a valid Proxy
will be voted as specified.

Any shareholder, without affecting any vote previously taken, may revoke a
proxy by a later-dated proxy or by giving notice of revocation to the Company in
writing (addressed to the Company at 250 South Clinton Street, Suite 201,
Syracuse, New York 13202-1258 Attention: Secretary) or in open meeting.

The number of votes that each shareholder will be entitled to cast at the
meeting will depend on when the shares were acquired and whether or not there
has been a change in beneficial ownership since the date of acquisition, with
respect to each of such holder's shares.

Shareholders whose shares of common stock are held by brokers or banks or in
nominee name are requested to confirm to the Company how many of the shares they
own as of February 21, 1995 were beneficially owned before February 21, 1991,
entitling such shareholder to five votes per share, and how many were acquired
after February 20, 1991, entitling such shareholder to one vote per share. If no
confirmation of beneficial ownership is received from a shareholder at least
three (3) business days prior to the Annual Meeting, it will be deemed by the
Company that beneficial ownership of all shares was effected after February 20,
1991, and the shareholder will be entitled to one vote for each share. If a
shareholder provides incorrect information, he may provide correct information
at any time at least three (3) business days prior to the voting of his shares
at the Annual Meeting.

Proxy cards are being furnished to shareholders of record on February 21,
1995 whose shares of Common Stock on the records of the Company show the
following:

(i) that such shareholder had beneficial ownership of such shares before
February 21, 1991, and there has been no change since that date, thus
entitling such shareholder to five votes for each share; or

(ii) that beneficial ownership of such shares was effected after
February 20, 1991, thus entitling such shareholder to one vote for each
share; or

(iii) that the dates on which beneficial ownership of such shares was
effected are such that such shareholder is entitled to five votes for some
shares and one vote for other shares.

Printed on the proxy card for each individual shareholder of record is the
number of shares of Common Stock for which he is entitled to cast five votes
each and/or one vote each, as the case may be, as shown on the records of the
Company.

Shareholders of record are urged to review the number of shares shown on
their proxy cards in the five-vote and one-vote categories. If the number of
shares shown in a voting category is believed to be incorrect, the shareholder
should notify the Company in writing of that fact and either enclose such notice
along with his proxy card in the postage-paid, return envelope, or mail such
notice directly to the Company at the address indicated above. The shareholder
should identify the shares improperly classified for voting purposes and provide
information as to the date beneficial ownership was acquired by him. Any such
notification of improper classification of votes must be made at least three (3)
business days prior to the Annual Meeting or the shareholder will be entitled at
the Annual Meeting to the number of votes indicated on the records of the
Company.

In certain cases record ownership may change but beneficial ownership for
voting purposes does not change. The Restated Certificate of Incorporation of
the Company states the exceptions where beneficial ownership is deemed not to
have changed upon the transfer of shares of Common Stock. Shareholders should
consult the pertinent provision of the Restated Certificate of Incorporation
attached as Annex A for those exceptions.

By resolution duly adopted by the Board of Directors of the Company pursuant
to subparagraph B(v) of Article Fourth of the Restated Certificate of
Incorporation, the following procedures have been adopted for use in determining
the number of votes to which a shareholder is entitled.

(i) The Company may accept the written and signed statement of a
shareholder to the effect that no change in beneficial ownership has
occurred during the four years immediately preceding the date on which a
determination is made of the shareholders of the Company who are entitled to
vote or take any other action. Such statement may be abbreviated to state
only the number of shares as to which such shareholder is entitled to
exercise five votes or one vote.

(ii) In the event the Executive Vice President and Treasurer of the
Company, in his sole discretion, taking into account the standards set forth
in the Company's Restated Certificate of Incorporation, deems any such
statement to be inadequate or for any reason deems it in the best interest
of the Company to require further evidence of the absence of change of
beneficial ownership during the four-year period preceding the record date,
he may require such additional evidence and, until it is provided in form
and substance satisfactory to him, a change in beneficial ownership during
such period shall be deemed to have taken place.

(iii) Information supplementing that contemplated by paragraph (i) and
additional evidence contemplated by paragraph (ii) may be provided by a
shareholder at any time but must be furnished at least three business days
prior to any meeting of shareholders at which such shares are to be voted
for any change to be effective at such meeting.

VOTING PROCEDURES

The presence, in person or by proxy, of the owners of a majority of the
votes entitled to be cast is necessary for a quorum at the meeting. Directors
are elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote.

Election of Directors shall be by ballot whenever requested by a majority of
the persons entitled to vote and present at the meeting, but unless so
requested, may be held in any way approved at the meeting.

All proxies will be voted, if no contrary instruction is indicated on the
proxy, for the election of Directors of the persons nominated by the Board of
Directors of the Company.

All shares of Company stock in the Company's Employee Incentive Savings Plan
that have been allocated to the participants' accounts for which the Trustee
receives voting instructions will be voted in accordance with those
instructions. All Company stock that has been allocated to the participants'
accounts for which the Trustee has not received voting instructions, and any
shares which have not been allocated to participants' accounts, will be voted by
the Trustee in the same proportion as the shares for which the Trustee has
received voting instructions from participants.

OTHER MATTERS

As of the date of this Proxy Statement, the Board of Directors of the
Company knows of no other business which will be or is intended to be presented
to the meeting. Should any further business come before the meeting or any
adjourned meeting, it is the intention of the proxies named in the enclosed
Proxy to vote according to their best judgment.

By Order of the Board of Directors

Scott C. Selbach,
SECRETARY
Dated: March 7, 1995

ANNEX A
SUBPARAGRAPH B OF ARTICLE FOURTH OF THE RESTATED CERTIFICATE
OF INCORPORATION OF CARLISLE COMPANIES INCORPORATED

(I) EACH OUTSTANDING SHARE OF COMMON STOCK SHALL ENTITLE THE HOLDER THEREOF
TO FIVE (5) VOTES ON EACH MATTER PROPERLY SUBMITTED TO THE SHAREHOLDERS OF THE
CORPORATION FOR THEIR VOTE, WAIVER, RELEASE OR OTHER ACTION: EXCEPT THAT NO
HOLDER OF OUTSTANDING SHARES OF COMMON STOCK SHALL BE ENTITLED TO EXERCISE MORE
THAN ONE (1) VOTE ON ANY SUCH MATTER IN RESPECT OF ANY SHARE OF COMMON STOCK
WITH RESPECT TO WHICH THERE HAS BEEN A CHANGE IN BENEFICIAL OWNERSHIP DURING THE
FOUR (4) YEARS IMMEDIATELY PRECEDING THE DATE ON WHICH A DETERMINATION IS MADE
OF THE SHAREHOLDERS OF THE CORPORATION WHO ARE ENTITLED TO VOTE OR TO TAKE ANY
OTHER ACTION.

(II) A CHANGE IN BENEFICIAL OWNERSHIP OF ANY OUTSTANDING SHARE OF COMMON
STOCK SHALL BE DEEMED TO HAVE OCCURRED WHENEVER A CHANGE OCCURS IN ANY PERSON OR
PERSONS WHO, DIRECTLY OR INDIRECTLY, THROUGH ANY CONTRACT, AGREEMENT,
ARRANGEMENT, UNDERSTANDING, RELATIONSHIP OR OTHERWISE HAS OR SHARES ANY OF THE
FOLLOWING:

(A) VOTING POWER, WHICH INCLUDES, WITHOUT LIMITATION, THE POWER TO VOTE
OR TO DIRECT THE VOTING POWER OF SUCH SHARE OF COMMON STOCK.

(B) INVESTMENT POWER, WHICH INCLUDES, WITHOUT LIMITATION, THE POWER TO
DIRECT THE SALE OR OTHER DISPOSITION OF SUCH SHARE OF COMMON STOCK.

(D) THE RIGHT TO RECEIVE OR TO RETAIN ANY DISTRIBUTIONS, INCLUDING,
WITHOUT LIMITATION, CASH DIVIDENDS, IN RESPECT OF SUCH SHARE OF COMMON
STOCK.

(III) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING SECTION (II) OF THIS
SUBPARAGRAPH B, THE FOLLOWING EVENTS OR CONDITIONS SHALL BE DEEMED TO INVOLVE A
CHANGE IN BENEFICIAL OWNERSHIP OF A SHARE OF COMMON STOCK.

(A) IN THE ABSENCE OF PROOF TO THE CONTRARY PROVIDED IN ACCORDANCE WITH
THE PROCEDURES SET FORTH IN SECTION (V) OF THIS SUBPARAGRAPH B, A CHANGE IN
BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE OCCURRED WHENEVER AN
OUTSTANDING SHARE OF COMMON STOCK IS TRANSFERRED OF RECORD INTO THE NAME OF
ANY OTHER PERSON.

(B) IN THE CASE OF AN OUTSTANDING SHARE OF COMMON STOCK HELD OF RECORD
IN THE NAME OF A CORPORATION, GENERAL PARTNERSHIP, LIMITED PARTNERSHIP,
VOTING TRUSTEE, BANK, TRUST COMPANY, BROKER, NOMINEE OR CLEARING AGENCY, IF
IT HAS NOT BEEN ESTABLISHED PURSUANT TO THE PROCEDURES SET FORTH IN SECTION
(V) OF THIS SUBPARAGRAPH B THAT THERE HAS BEEN NO CHANGE IN THE PERSON OR
PERSONS WHO OR THAT DIRECT THE EXERCISE OF THE RIGHTS REFERRED TO IN CLAUSES
(II) (A) THROUGH (II) (D), INCLUSIVE, OF THIS SUBPARAGRAPH B WITH RESPECT TO
SUCH OUTSTANDING SHARE OF COMMON STOCK DURING THE PERIOD OF FOUR (4) YEARS
IMMEDIATELY PRECEDING THE DATE ON WHICH A DETERMINATION IS MADE OF THE
SHAREHOLDERS OF THE CORPORATION ENTITLED TO VOTE OR TO TAKE ANY OTHER ACTION
(OR SINCE MAY 30,

1986 FOR ANY PERIOD ENDING ON OR BEFORE MAY 30, 1990), THEN A CHANGE IN
BENEFICIAL OWNERSHIP OF SUCH SHARE OF COMMON STOCK SHALL BE DEEMED TO HAVE
OCCURRED DURING SUCH PERIOD.

(C) IN THE CASE OF AN OUTSTANDING SHARE OF COMMON STOCK HELD OF RECORD
IN THE NAME OF ANY PERSON AS A TRUSTEE, AGENT, GUARDIAN OR CUSTODIAN UNDER
THE UNIFORM GIFTS TO MINORS ACT AS IN EFFECT IN ANY JURISDICTION, A CHANGE
IN BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE OCCURRED WHENEVER THERE IS A
CHANGE IN THE BENEFICIARY OF SUCH TRUST, THE PRINCIPAL OF SUCH AGENT, THE
WARD OF SUCH GUARDIAN, THE MINOR FOR WHOM SUCH CUSTODIAN IS ACTING OR IN
SUCH TRUSTEE, AGENT, GUARDIAN OR CUSTODIAN.

(D) IN THE CASE OF OUTSTANDING SHARES OF COMMON STOCK BENEFICIALLY OWNED
BY A PERSON OR GROUP OF PERSONS WHO, AFTER ACQUIRING, DIRECTLY OR
INDIRECTLY, THE BENEFICIAL OWNERSHIP OF FIVE PERCENT (5%) OF THE OUTSTANDING
SHARES OF COMMON STOCK, FAILS TO NOTIFY THE CORPORATION OF SUCH OWNERSHIP
WITHIN TEN (10) DAYS AFTER SUCH ACQUISITION, A CHANGE IN BENEFICIAL
OWNERSHIP OF SUCH SHARES OF COMMON STOCK SHALL BE DEEMED TO OCCUR ON EACH
DAY WHILE SUCH FAILURE CONTINUES.

(IV) NOTWITHSTANDING ANY OTHER PROVISION IN THIS SUBPARAGRAPH B TO THE
CONTRARY, NO CHANGE IN BENEFICIAL OWNERSHIP OF AN OUTSTANDING SHARE OF COMMON
STOCK SHALL BE DEEMED TO HAVE OCCURRED SOLELY AS A RESULT OF:

(A) ANY EVENT THAT OCCURRED PRIOR TO MAY 30, 1986 OR PURSUANT TO THE
TERMS OF ANY CONTRACT (OTHER THAN A CONTRACT FOR THE PURCHASE AND SALE OF
SHARES OF COMMON STOCK CONTEMPLATING PROMPT SETTLEMENT), INCLUDING CONTRACTS
PROVIDING FOR OPTIONS, RIGHTS OF FIRST REFUSAL, AND SIMILAR ARRANGEMENTS, IN
EXISTENCE ON MAY 30, 1986 AND TO WHICH ANY HOLDER OF SHARES OF COMMON STOCK
IS A PARTY; PROVIDED, HOWEVER, THAT ANY EXERCISE BY AN OFFICER OR EMPLOYEE
OF THE CORPORATION OR ANY SUBSIDIARY OF THE CORPORATION OF AN OPTION TO
PURCHASE COMMON STOCK AFTER MAY 30, 1986 SHALL, NOTWITHSTANDING THE
FOREGOING AND CLAUSE (IV) (F) HEREOF, BE DEEMED A CHANGE IN BENEFICIAL
OWNERSHIP IRRESPECTIVE OF WHEN THAT OPTION WAS GRANTED TO SAID OFFICER OR
EMPLOYEE.

(B) ANY TRANSFER OF ANY INTEREST IN AN OUTSTANDING SHARE OF COMMON STOCK
PURSUANT TO A BEQUEST OR INHERITANCE, BY OPERATION OF LAW UPON THE DEATH OF
ANY INDIVIDUAL, OR BY ANY OTHER TRANSFER WITHOUT VALUABLE CONSIDERATION,
INCLUDING, WITHOUT LIMITATION, A GIFT THAT IS MADE IN GOOD FAITH AND NOT FOR
THE PURPOSE OF CIRCUMVENTING THE PROVISION OF THIS ARTICLE FOURTH.

(C) ANY CHANGES IN THE BENEFICIARY OF ANY TRUST, OR ANY DISTRIBUTION OF
AN OUTSTANDING SHARE OF COMMON STOCK FROM TRUST, BY REASON OF THE BIRTH,
DEATH, MARRIAGE OR DIVORCE OF ANY NATURAL PERSON, THE ADOPTION OF ANY
NATURAL PERSON PRIOR TO AGE EIGHTEEN (18) OR THE PASSAGE OF A GIVEN PERIOD
OF TIME OR THE ATTAINMENT BY ANY NATURAL PERSON OF A SPECIFIC AGE, OR THE
CREATION OR TERMINATION OF ANY GUARDIANSHIP OR CUSTODIAL ARRANGEMENT.

(D) ANY APPOINTMENT OF A SUCCESSOR TRUSTEE, AGENT, GUARDIAN OR CUSTODIAN
WITH RESPECT TO AN OUTSTANDING SHARE OF COMMON STOCK IF

NEITHER SUCH SUCCESSOR HAS NOR ITS PREDECESSOR HAD THE POWER TO VOTE OR TO
DISPOSE OF SUCH SHARE OF COMMON STOCK WITHOUT FURTHER INSTRUCTIONS FROM
OTHERS.

(E) ANY CHANGE IN THE PERSON TO WHOM DIVIDENDS OR OTHER DISTRIBUTIONS IN
RESPECT OF AN OUTSTANDING SHARE OF COMMON STOCK ARE TO BE PAID PURSUANT TO
THE ISSUANCE OR MODIFICATION OF A REVOCABLE DIVIDEND PAYMENT ORDER.

(F) ANY ISSUANCE OF A SHARE OF COMMON STOCK BY THE CORPORATION OR ANY
TRANSFER BY THE CORPORATION OF A SHARE OF COMMON STOCK HELD IN TREASURY,
UNLESS OTHERWISE DETERMINED BY THE BOARD OF DIRECTORS AT THE TIME OF
AUTHORIZING SUCH ISSUANCE OR TRANSFER.

(G) ANY GIVING OF A PROXY IN CONNECTION WITH A SOLICITATION OF PROXIES
SUBJECT TO THE PROVISIONS OF SECTION 14 OF THE SECURITIES EXCHANGE ACT OF
1934 AND THE RULES AND REGULATIONS THEREUNDER PROMULGATED.

(H) ANY TRANSFER, WHETHER OR NOT WITH CONSIDERATION, AMONG INDIVIDUALS
RELATED OR FORMERLY RELATED BY BLOOD, MARRIAGE OR ADOPTION ("RELATIVES") OR
BETWEEN A RELATIVE AND ANY PERSON (AS DEFINED IN ARTICLE SEVENTH) CONTROLLED
BY ONE OR MORE RELATIVES WHERE THE PRINCIPAL PURPOSE FOR THE TRANSFER IS TO
FURTHER THE ESTATE TAX PLANNING OBJECTIVES OF THE TRANSFEROR OR OF RELATIVES
OF THE TRANSFEROR.

(I) ANY APPOINTMENT OF A SUCCESSOR TRUSTEE AS A RESULT OF THE DEATH OF
THE PREDECESSOR TRUSTEE (WHICH PREDECESSOR TRUSTEE SHALL HAVE BEEN A NATURAL
PERSON).

(J) ANY APPOINTMENT OF A SUCCESSOR TRUSTEE WHO OR WHICH WAS SPECIFICALLY
NAMED IN A TRUST INSTRUMENT PRIOR TO MAY 30, 1986.

(K) ANY APPOINTMENT OF A SUCCESSOR TRUSTEE AS A RESULT OF THE
RESIGNATION, REMOVAL OR FAILURE TO QUALIFY OF A PREDECESSOR TRUSTEE OR AS A
RESULT OF MANDATORY RETIREMENT PURSUANT TO THE EXPRESS TERMS OF A TRUST
INSTRUMENT: PROVIDED, THAT LESS THAN FIFTY PERCENT (50%) OF THE TRUSTEES
ADMINISTERING ANY SINGLE TRUST WILL HAVE CHANGED (INCLUDING IN SUCH
PERCENTAGE THE APPOINTMENT OF THE SUCCESSOR TRUSTEE) DURING THE FOUR (4)
YEAR PERIOD PRECEDING THE APPOINTMENT OF SUCH SUCCESSOR TRUSTEE.

(V) FOR PURPOSES OF THIS SUBPARAGRAPH B, ALL DETERMINATIONS CONCERNING
CHANGE IN BENEFICIAL OWNERSHIP, OR THE ABSENCE OF ANY SUCH CHANGE, SHALL BE MADE
BY THE BOARD OF DIRECTORS OF THE CORPORATION OR, AT ANY TIME WHEN THE
CORPORATION EMPLOYS A TRANSFER AGENT WITH RESPECT TO THE SHARES OF COMMON STOCK,
AT THE CORPORATION'S REQUEST, BY SUCH TRANSFER AGENT ON THE CORPORATION'S
BEHALF. WRITTEN PROCEDURES DESIGNED TO FACILITATE SUCH DETERMINATION SHALL BE
ESTABLISHED AND MAY BE AMENDED FROM TIME TO TIME, BY THE BOARD OF DIRECTORS.
SUCH PROCEDURES SHALL PROVIDE, AMONG OTHER THINGS, THE MANNER OF PROOF OF FACTS
THAT WILL BE ACCEPTED AND THE FREQUENCY WITH WHICH SUCH PROOF MAY BE REQUIRED TO
BE RENEWED. THE CORPORATION AND ANY TRANSFER AGENT SHALL BE ENTITLED TO RELY ON
ANY AND ALL INFORMATION CONCERNING BENEFICIAL OWNERSHIP OF THE OUTSTANDING
SHARES OF COMMON STOCK COMING TO THEIR ATTENTION FROM ANY SOURCE AND IN ANY
MANNER REASONABLY DEEMED BY THEM TO BE RELIABLE, BUT NEITHER THE

CORPORATION NOR ANY TRANSFER AGENT SHALL BE CHARGED WITH ANY OTHER KNOWLEDGE
CONCERNING THE BENEFICIAL OWNERSHIP OF OUTSTANDING SHARES OF COMMON STOCK.

(VI) IN THE EVENT OF ANY STOCK SPLIT OR STOCK DIVIDEND WITH RESPECT TO THE
OUTSTANDING SHARES OF COMMON STOCK, EACH SHARE OF COMMON STOCK ACQUIRED BY
REASON OF SUCH SPLIT OR DIVIDEND SHALL BE DEEMED TO HAVE BEEN BENEFICIALLY OWNED
BY THE SAME PERSON FROM THE SAME DATE AS THAT ON WHICH BENEFICIAL OWNERSHIP OF
THE OUTSTANDING SHARE OR SHARES OF COMMON STOCK, WITH RESPECT TO WHICH SUCH
SHARE OF COMMON STOCK WAS DISTRIBUTED, WAS ACQUIRED.

(VII) EACH OUTSTANDING SHARE OF COMMON STOCK, WHETHER AT ANY PARTICULAR TIME
THE HOLDER THEREOF IS ENTITLED TO EXERCISE FIVE (5) VOTES OR ONE (1) VOTE, SHALL
BE IDENTICAL TO ALL OTHER SHARES OF COMMON STOCK IN ALL RESPECTS, AND TOGETHER
THE OUTSTANDING SHARES OF COMMON STOCK SHALL CONSTITUTE A SINGLE CLASS OF SHARES
OF THE CORPORATION.

PROXY PROXY
CARLISLE COMPANIES INCORPORATED

PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS - APRIL 20, 1995

STEPHEN P. MUNN AND DENNIS J. HALL, OR ANY OF THEM, EACH WITH THE POWER OF
SUBSTITUTION AND REVOCATION, ARE HEREBY AUTHORIZED TO REPRESENT THE UNDERSIGNED,
WITH ALL POWERS WHICH THE UNDERSIGNED WOULD POSSESS IF PERSONALLY PRESENT, TO
VOTE THE COMMON STOCK OF THE UNDERSIGNED AT THE ANNUAL MEETING OF SHAREHOLDERS
OF CARLISLE COMPANIES INCORPORATED TO BE HELD AT THE COMPANY'S PRINCIPAL OFFICE,
250 SOUTH CLINTON STREET, SUITE 201, SYRACUSE, NEW YORK, AT 12:00 NOON ON
THURSDAY, APRIL 20, 1995, AND AT ANY POSTPONEMENTS OR ADJOURNMENTS OF THAT
MEETING, AS SET FORTH BELOW, AND IN THEIR DISCRETION UPON ANY OTHER BUSINESS
THAT MAY PROPERLY COME BEFORE THE MEETING.

__ CHECK HERE FOR ADDRESS CHANGE.
NEW ADDRESS:
______________________________
______________________________
______________________________

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)

Carlisle Companies Incorporated
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY -

This proxy will be voted as specified or, if no choice is specified, will be
voted FOR the election of the nominees named.

1. Election of Directors - FOR ALL
Nominees: Donald G. Calder, FOR WITHHELD (Except those whose names
Dennis J. Hall and Eriberto \ \ \ \ \ \ are written on the line
R. Scocimara provided below.)

_________________________

Please sign exactly as your name
appears. If acting as attorney,
executor, trustee, or in
representative capacity, sign name
and indicate title.

Dated:______________________, 1995

Signature(s) _____________________

__________________________________
Please vote, sign, date and return
this proxy card promptly using the
enclosed envelope.

Carlisle Companies Incorporated
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY -

This proxy will be voted as specified or, if no choice is specified, will be
voted FOR the election of the nominees named.

1. Election of Directors - FOR ALL
Nominees: Donald G. Calder, FOR WITHHELD (Except those whose names
Dennis J. Hall and Eriberto \ \ \ \ \ \ are written on the line
R. Scocimara provided below.)

_________________________
VOTING CONFIRMATION

Please provide the number of shares
beneficially owned for each category as
of February 21, 1995.

_____ shares beneficially owned BEFORE
February 21, 1991 entitled to five votes
each.

_____ shares beneficially owned AFTER
February 20, 1991 entitled to one vote
each.
If no confirmation is provided, all
shares will be entitled to one vote each.

Please sign exactly as your name
appears. If acting as attorney,
executor, trustee, or in
representative capacity, sign name
and indicate title.

Dated:_________________________, 1995

Signature(s) ________________________

_____________________________________
Please vote, sign, date and return this
proxy card promptly using the enclosed
envelope.

TIME-PHASED VOTING INSTRUCTIONS

CARLISLE COMPANIES INCORPORATED

Voting Procedures - Beneficial Owners
Common Stock of Carlisle Companies Incorporated

TO ALL BANKS, BROKERS AND NOMINEES:

Carlisle Companies Incorporated ("Carlisle") shareholders who were holders
of record on February 21, 1995 and who acquired Carlisle Common Stock before
February 21, 1991, will be entitled to cast five votes per share at the Annual
Meeting to be held on April 20, 1995. Those holders of record who acquired
their shares after February 20, 1991 are, with certain exceptions, entitled to
cast one vote per share on the Common Stock they own.

To enable Carlisle to tabulate the voting by beneficial owners of Common
Stock held in your name, a special proxy has been devised for use in tabulating
the number of shares entitled to five votes each and one vote each. On this
card, the beneficial owner must confirm the numbers of five-vote shares and
one-vote shares, respectively, he is entitled to vote, and by the same
signature, gives instructions as to the voting of those shares. ALL UNINSTRUCTED
SHARES WILL BE VOTED UNDER THE 10-DAY RULE. ALL SHARES WHERE BENEFICIAL
OWNERSHIP IS NOT CONFIRMED, WHETHER INSTRUCTED OR NOT, WILL BE LISTED AS
ONE-VOTE SHARES. THIS IS NOT TO BE REGARDED AS A NON-ROUTINE VOTE MERELY
BECAUSE OF THE NATURE OF THE VOTING RIGHTS OF THE COMMON STOCK. The
confirmation of beneficial ownership is as follows:

VOTING CONFIRMATION

Please provide the number of shares beneficially owned for each category as of
February 21, 1995.

_____ shares beneficially owned BEFORE February 21,1991 entitled to
five votes each.

_____ shares beneficially owned and acquired AFTER February 20, 1991
entitled to one vote each.

If no confirmation is provided, it will be deemed that beneficial
ownership of all shares voted will be entitled to one vote each.

YOU DO NOT HAVE TO TABULATE VOTES. Only record the number of shares shown
on the "Vote Confirmation" Section of the Proxy Card. If no shares are
reported on the Proxy Card, record the shares for tabulation purposes as
having been acquired AFTER February 20, 1991.

IF YOU ARE A BROKER, DO NOT CONFIRM SHARES. Only the beneficial owner
confirms shares in each voting category shown on the Proxy Card.

IF YOU ARE A BANK, YOU MAY WISH TO FOLLOW YOUR USUAL PROCEDURES AND
FURNISH THE PROXY CARD TO THE BENEFICIAL OWNER. The beneficial owner will
vote his beneficial ownership including the completion of the information
required by the "Vote Confirmation." The beneficial owner may return the
Proxy Card either to you or to Carlisle Companies Incorporated c/o Harris
Trust and Savings Bank, P.O. Box A-3800, Chicago, Illinois 60690-9972.

March 7, 1995

Unless otherwise specified below, this Proxy will be voted FOR the
election as Directors of the nominees listed below.

CARLISLE COMPANIES INCORPORATED
THIS PROXY FOR THE 1995 ANNUAL MEETING OF STOCKHOLDERS
IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

At the Annual Meeting of Stockholders of Carlisle Companies Incorporated
to be held on April 20, 1995, at 12 noon at the offices of the Company, 250
South Clinton Street; Suite 201, Syracuse, New York and all adjournments
thereof, Stephen P. Munn and Dennis J. Hall, and each of them, are authorized
to represent me and vote my shares on the following:

ITEM

1. The election of three (3) Directors. The nominees are:
Donald G. Calder, Dennis J. Hall and Eriberto R. Scocimara

2. Any other matter properly brought before this meeting.
(INSTRUCTION: In the table below indicate the number of shares voted FOR,
AGAINST or ABSTAIN as to each nominee for Director)

SHARES BENEFICIALLY OWNED BEFORE FEBRUARY 21,
1991. (POST NUMBER OF SHARES,
NOT NUMBER OF VOTES)
---------------------------------------------

FOR AGAINST ABSTAIN
1. DIRECTORS
DONALD G. CALDER ........... _______ _______ _______
DENNIS J. HALL ............. _______ _______ _______
ERIBERTO R. SCOCIMARA ...... _______ _______ _______

SHARES BENEFICIALLY OWNED AND ACQUIRED
AFTER FEBRUARY 20, 1991 (POST NUMBER OF
SHARES, NOT NUMBER OF VOTES)
----------------------------------------

FOR AGAINST ABSTAIN

1. DIRECTORS
DONALD G. CALDER ........... _______ _______ _______
DENNIS J. HALL ............. _______ _______ _______
ERIBERTO R. SCOCIMARA ...... _______ _______ _______

POST ONLY RECORD POSITION:
DO NOT TABULATE VOTES

DATED ____________________________, 1995

________________________________________

"ADDRESS LABEL" SIGNATURE OF STOCKHOLDER
PLEASE SIGN YOUR NAME AS IT APPEARS ON
THE PROXY. IN CASE OF MULTIPLE OR JOINT
OWNERSHIP, ALL SHOULD SIGN. WHEN SIGNING
AS ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, GIVE FULL TITLE AS
SUCH.