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Carlisle Companies Incorporated
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
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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 1996 Annual Meeting of Shareholders of Carlisle Companies Incorporated
(the "Company") will be held at the offices of the Company, 250 South Clinton
Street, Suite 201, Syracuse, New York on Monday, April 22, 1996, 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 26, 1996
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

STEVEN J. FORD
SECRETARY
Syracuse, New York
March 15, 1996

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 facsimile, 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 connection therewith. Proxies may be revoked at any time
prior to voting. See "Voting by Proxy and Confirmation of Beneficial Ownership"
beginning on page 13.

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 1995 Annual Report, were mailed to shareholders on or about March 15, 1996.
Upon 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 1995 Annual Report on Form 10-K filed with the Securities and Exchange
Commission.

VOTING SECURITIES

At the close of business on December 31, 1995, the Company had outstanding
15,318,838 shares of Common Stock of which 15,315,042 shares are entitled to
vote. The remaining 3,796 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's Common
Stock issued pursuant to the exchange before the February 26, 1996 record date
will be entitled to vote at the Annual Meeting.

The Company's Restated Certificate of Incorporation provides that each
person who received 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 Annual Meeting. See "Voting by Proxy and Confirmation of Beneficial
Ownership" beginning on page 13. In addition to the shares outstanding on
December 31, 1995, holders of shares issued from the treasury, other than for
the exercise of stock options, before the close of business on February 26, 1996
(the record date for determining shareholders entitled to vote at the Annual
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 certain information as of December 31, 1995
with respect to any person who is known to the Company to be the beneficial
owner of more than five percent of the Company's Common Stock, the only 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
- --------------------------------------------------------------------------- ---------------- ----------

FMR Corp. ................................................................. 1,213,500(a) 7.92
82 Devonshire Street
Boston, MA 02109
Ms. Magalen O. Bryant ..................................................... 840,749(b)(c) 5.49
c/o Carlisle Companies
Incorporated
250 S. Clinton St., Suite 201
Syracuse, NY 13202
Mr. George L. Ohrstrom, Jr. ............................................... 1,112,422(b)(c)(f)(j) 7.26
c/o Carlisle Companies
Incorporated
250 S. Clinton St., Suite 201
Syracuse, NY 13202

B. NOMINEES, DIRECTORS AND OFFICERS

The following table provides information as of December 31, 1995, 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 executive officers of the Company as a group.

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

Magalen O. Bryant.......................................................... 840,749(b)(c) 5.49
Donald G. Calder........................................................... 7,453(d) .05
less than
Paul J. Choquette, Jr...................................................... 1,430 .01
less than
Henry J. Forrest........................................................... 629 .01
Dennis J. Hall............................................................. 156,619(h)(i) 1.01
Peter L.A. Jamieson........................................................ -- --
Dr. Peter F. Krogh......................................................... -- --
Stephen P. Munn............................................................ 564,116(e)(f)(h)(i) 3.63
George L. Ohrstrom, Jr..................................................... 1,112,422(b)(c)(f)(j) 7.26
Eriberto R. Scocimara...................................................... 5,017(g) .03
David G. Thomas............................................................ 7,548 .05
Scott C. Selbach........................................................... 33,389(h)(i) .22
John S. Barsanti........................................................... 24,400(h)(i) .16
James B. Pineau............................................................ 25,449(h)(i) .17
John W. Altmeyer........................................................... 28,056(h)(i) .18
Steven J. Ford............................................................. 2,500(i) .02
17 Directors and current executive officers as a group..................... 2,077,118(h)(i) 13.18

- ------------------------
(a) The shares are held in various fiduciary capacities. The shareholder has
shared voting and/or dispositive powers with respect to all shares.

(b) Includes 285,696 shares (1.86%) 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.

(c) Includes 201,600 shares (1.32%) held by the Ohrstrom Foundation, of which
Mrs. Bryant and Mr. Ohrstrom are co-trustees. Each disclaims beneficial
ownership of these shares.

(d) 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.

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

(f) Includes 245,696 shares (1.60%) 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.

(g) Includes 1,000 shares held by Mr. Scocimara's wife. Mr. Scocimara disclaims
beneficial ownership of these shares.

(h) Includes shares allocated to the accounts of the following named officers
participating in the Company's Employee Incentive Savings Plan; Mr. Munn,
1,713 shares; Mr. Hall, 1,619 shares; Mr. Selbach, 1,418 shares; Mr.
Altmeyer, 1,056 shares; Mr. Barsanti, 700 shares; Mr. Pineau, 1,349 shares.
Each participant in the Plan has the right to direct the voting of shares
allocated to his account. Shares are held by the trustee of the Employee
Incentive Savings Plan in a commingled trust fund with beneficial interest
allocated to each participant's account.

(i) 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, 223,500 shares; Mr. Hall,
125,000 shares; Mr. Selbach, 23,667 shares; Mr. Barsanti, 22,000 shares; Mr.
Pineau, 21,000 shares; Mr. Altmeyer, 20,000 shares; Mr. Ford, 2,500 shares;
and other executive officers, 333 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.

(j) Includes 4,400 shares (less than .01%) held by various trusts for the
benefit of Mr. Ohrstrom's children as to which Mr. Ohrstrom is a co-trustee.
Mr. Ohrstrom disclaims beneficial ownership of these shares.

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 Annual Meeting three (3) Directors are to be elected. The Directors
will be elected to serve for a three-year term until the 1999 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 13.) 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, PERIOD OF SERVICE
NAME AGE AND OTHER DIRECTORSHIPS AS DIRECTOR (A)
- -------------------------------- --- ------------------------------------------------------ -----------------

Henry J. Forrest 62 Past Director, President and Chief Operating Officer August, 1993 to
of Inter-City Products Corporation, a manufacturer of date
air conditioning products. Member of Audit and
Pension and Benefits Committees of the Company.
Peter L.A. Jamieson 57 Director of Robert Fleming Holdings Limited, a United January, 1996 to
Kingdom investment banking firm. Deputy Chairman of date
Robert Fleming & Co. Limited. Director of Jardine
Fleming Group Limited, Scottish Amicable Life
Assurance Society, Kleinwort Overseas Investment
Trust and Jardine Strategic Holdings Ltd.
Dr. Peter F. Krogh 59 Dean Emeritus and Distinguished Professor, School of May, 1995 to date
Foreign Service, Georgetown University. Trustee,
Winthrop Focus Funds-Wood, Struthers and Winthrop.
Member of Audit 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) 67 Investor in various corporations. Director of Dover April, 1978 to
Corporation and O'Sullivan Corporation. Member of the date
Audit and Pension and Benefits Committees of the
Company.
Donald G. Calder 58 Member of firm of G. L. Ohrstrom & Co., a private December, 1984 to
investment firm. Director of Central Securities date
Corporation, Roper Industries, Inc., Harrow
Industries, Inc. and Brown-Forman Corporation. Member
of Executive and Audit Committees of the Company.
Paul J. Choquette, Jr. 57 President of Gilbane Building Company. Chairman of April, 1991 to
Gilbane Properties, Inc., a real estate development date
and management company. Director of Fleet Financial
Group, Inc. and Eastern Utilities Associates.
Chairman of the Audit Committee and member of the
Pension and Benefits Committee of the Company.

Dennis J. Hall 54 President, since February, 1995, and Executive Vice February, 1995 to
President, Treasurer and Chief Financial Officer, date
from August, 1989 to February 1995, of the Company.
Stephen P. Munn 53 Chief Executive Officer, since September, 1988, and September, 1988
Chairman of the Board, since January, 1994, and to date
President from September, 1988 to February, 1995, of
the Company. Director of International Imaging
Materials and O'Sullivan Corporation. Member of Ex-
ecutive Committee of the Company.
George L. Ohrstrom, Jr. (b) 68 Member of firm of G. L. Ohrstrom & Co., a private April, 1963 to
investment firm. Director of Roper Industries, Inc. date
and Harrow Industries, Inc. Chairman of Executive and
Compensation Committees of the Company.
Eriberto R. Scocimara 60 President and Director of Hungarian-American July, 1970 to
Enterprise Fund. President, 1991-1992, LCS - America, date
Inc. Director of Quaker Fabric Corporation, Roper
Industries, Inc. and Harrow Industries, Inc. Member
of Executive and Compensation Committees and Chairman
of Pension and Benefits Committee of the Company.
David G. Thomas 70 Past Chairman of the Fleming Enterprise Investment November, 1989 to
Trust PLC., a United Kingdom investment trust. date
Director of Interface, Inc. Member of Audit, Pension
and Benefits and Compensation Committees of the
Company.

- ------------------------
(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 1995, the Board of Directors of the Company held five meetings. The
annual fee paid to each Director who is not a member of management is $20,000.
Each Director may elect to receive the entire annual fee in cash or one-half of
the fee in cash and the other half in shares of Common Stock of the Company with
a market value equal to that amount. The fee paid to a Director for each Board
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 1995, the
Executive Committee met three times. Each member of the Executive Committee
(other than Mr. Munn, the Company's Chief Executive Officer) receives an annual
fee of $15,000; the Chairman of the Committee receives an additional fee of
$8,000. In addition, each 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 the
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 1995, the Audit Committee held four
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 1995, the Compensation Committee met twice.
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 1995, 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.

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

For 1995 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 five years of
service on the Board as a non-employee is eligible to receive retirement
benefits under the Program. Upon retirement from the Board, each eligible
Director will receive monthly payments equal to one-twelfth (1/12) 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. As of December 31, 1995, Mr. E. Douglas Kenna, Mrs.
Allen Ohrstrom (surviving spouse of Mr. Ricard R. Ohrstrom) and Mr. Erskine H.
White, Jr. were eligible to receive benefits under the Program.

COMPENSATION OF EXECUTIVE OFFICERS

A. SUMMARY COMPENSATION TABLE

The following table discloses compensation received during the three fiscal
years ended December 31, 1993-1995 by Mr. Munn, the Company's Chief Executive
Officer, and by each of the four remaining most highly paid executive officers
who were serving as executive officers at the end of 1995. In addition,
information is provided for John S. Barsanti and James B. Pineau, each of whom
served as an executive officer of the Company during a portion of the 1995
fiscal year:

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

Stephen P. Munn .......................... 1995 $ 525,000 $ 400,000 60,000 $ 6,000
Chairman and Chief 1994 490,000 375,000 50,000 6,000
Executive Officer 1993 425,000 350,000 100,000 9,433
Dennis J. Hall ........................... 1995 $ 315,000 $ 226,000 30,000 $ 6,000
President 1994 300,000 215,000 25,000 6,000
1993 275,000 200,000 30,000 7,815
Scott C. Selbach (4) ..................... 1995 $ 158,500 $ 100,000 10,000 $ 6,000
Vice President, 1994 145,000 88,000 5,000 6,000
Europe 1993 133,000 70,000 4,000 7,032
John W. Altmeyer ......................... 1995 $ 118,167 $ 75,000 7,500 $ 6,000
Vice President, 1994 100,000 56,160 5,000 6,000
Corporate Development 1993 89,900 48,366 3,000 4,145
Steven J. Ford (5) ....................... 1995 $ 61,875 $ 45,000 7,500 $ 0
Vice President, Secretary and General
Counsel
John S. Barsanti ......................... 1995 $ 138,379 $ 73,700 7,500 $ 6,000
Formerly Vice President, 1994 127,900 74,822 5,000 6,000
Planning and Administration 1993 121,800 47,356 4,000 6,572
James B. Pineau .......................... 1995 $ 150,497 $ 46,200 7,500 $ 6,000
Formerly Vice President 1994 122,000 62,806 5,000 6,000
and Controller 1993 116,200 41,413 4,000 5,996

- ------------------------
(1) Includes amounts earned in fiscal year.

(2) Contribution to the Company 401(k) plan.

(3) Common Stock of the Company. Amounts in 1993 reflect adjustments for
two-for-one stock split on June 1, 1993.

(4) Mr. Selbach served as Vice President, Secretary and General Counsel until
July, 1995 and, thereafter, as Vice President, Europe

(5) Mr. Ford was hired as Vice President, Secretary and General Counsel in July,
1995.

B. STOCK OPTION GRANTS IN 1995

The following table discloses information on stock option grants in fiscal
1995 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.

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

Stephen P. Munn............ 60,000 27.1 $ 34.63 1/31/05 $ 1,309,014 $ 3,303,702
Dennis J. Hall............. 30,000 13.6 34.63 1/31/05 654,507 1,651,851
Scott C. Selbach........... 10,000 4.5 34.63 1/31/05 218,169 550,617
John W. Altmeyer........... 7,500 3.4 34.63 1/31/05 163,627 412,963
Steven J. Ford............. 7,500 3.4 39.25 7/11/05 185,456 468,056
John S. Barsanti........... 7,500 3.4 34.63 1/31/05 163,627 412,963
James B. Pineau............ 7,500 3.4 34.63 1/31/05 163,627 412,963
All Optionees and
Restricted Share
Recipients as a Group
(3)....................... 5,321,832 13,431,293
All Shareholders as a Group
(3)....................... 329,886,080 832,569,630

- ------------------------
(1) Options are exercisable, in the case of Mr. Ford, 33.3% on 7/12/95; 33.3% on
7/12/96 and the balance on 7/12/97 and thereafter, cumulatively, through the
expiration date, and, in the case of the other executive officers, 33.3% on
2/1/95; 33.3% on 2/1/96 and the balance on 2/1/97 and thereafter,
cumulatively, through the expiration date. In addition, the options are
immediately exercisable upon a Change in Control.

(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 1995 AND YEAR END VALUES

The following table discloses information on stock option exercises in
fiscal 1995 by the named executive officers and the value of each officer's
unexercised stock options on December 31, 1995.

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

Stephen P. Munn.................... 50,700 $ 1,187,186 186,833 56,667 $ 2,582,433 $ 327,719
Dennis J. Hall..................... 20,000 428,800 106,667 28,333 1,753,309 163,856
Scott C. Selbach................... 4,000 90,280 18,666 8,334 278,457 48,096
John W. Altmeyer................... 4,000 86,510 15,833 6,667 234,552 38,519
Steven J. Ford..................... 0 0 2,500 5,000 2,813 5,625
John S. Barsanti................... 0 0 17,833 6,667 271,672 38,519
James B. Pineau.................... 4,000 90,280 16,833 6,667 250,297 38,519

- ------------------------
(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 $40.375 as of December 31, 1995.

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............................. $ 30,648 $ 40,864 $ 51,080 $ 61,295 $ 71,511
200,000............................. 41,898 55,864 69,830 83,795 97,761
250,000............................. 53,148 70,864 88,580 106,295 124,011
300,000............................. 64,398 85,864 107,330 128,795 150,261
350,000............................. 75,648 100,864 126,080 151,295 176,511
400,000............................. 86,898 115,864 144,830 173,795 202,761
450,000............................. 98,148 130,864 163,580 196,295 229,011
500,000............................. 109,398 145,864 182,330 218,795 255,261
550,000............................. 120,648 160,864 201,080 241,295 281,511
600,000............................. 131,898 175,864 219,830 263,795 307,761
650,000............................. 143,148 190,864 238,580 286,295 334,011
700,000............................. 154,398 205,864 257,330 308,795 360,261
750,000............................. 165,648 220,864 276,080 331,295 386,511
800,000............................. 176,898 235,864 294,830 353,795 412,761
850,000............................. 188,148 250,864 313,580 376,295 439,011
900,000............................. 199,398 265,864 332,330 398,795 465,261
950,000............................. 210,648 280,864 351,080 421,295 491,511
1,000,000............................ 221,898 295,864 369,830 443,795 517,761
1,050,000............................ 233,148 310,864 388,580 466,295 544,011
1,100,000............................ 244,398 325,864 407,330 488,795 570,261
1,150,000............................ 255,648 340,864 426,080 511,295 596,511
1,200,000............................ 266,898 355,864 444,830 533,795 622,761

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, 1995, the full years of credited
service under the plans for each of the following individuals were as follows:
Mr. Munn, 6 years; Mr. Hall, 5 years; Mr. Selbach, 5 years; Mr. Altmeyer, 5
years; Mr. Ford, 0 years, Mr. Barsanti, 4 years; and Mr. Pineau, 5 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 (defined generally as an acquisition of 20% or more of the
outstanding voting shares or a change in a majority of the Board of Directors),
voluntarily leave the employ of the Company until a third person has terminated
his or its efforts to effect a Change of Control 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 of 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. Altmeyer, Mr. Ford, 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, assuming reinvestment of dividends, for the Company, the S&P 500
Composite Index and the Russell 2000 Index.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

CARLISLE S&P 500 RUSSELL 2000

1990 100.00 100.00 100.00
1991 142.50 130.50 146.10
1992 167.87 140.55 172.98
1993 246.09 154.60 205.68
1994 272.42 156.61 201.77
1995 307.24 215.34 259.07

G. REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

The policies of the Compensation Committee of the Board of Directors of the
Company 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 officer's 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 and stock price, acquisitions,
strategic accomplishments 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 to 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 1995 (including bonus compensation paid in 1996), 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 1995 Annual Report to
Shareholders. The Compensation Committee found, as reflected in the financial
statements of the Company for the year ending December 31, 1995, that the
Company performed favorably in 1995 against prior year sales (up 19%), net
earnings (up 24%), net earnings per share (up 23%) and stock price (up 11.8%).
The Company also performed favorably against its critical success factors as
outlined in the 1995 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 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. Total return in shareholder value approximated 12.8
percent for fiscal year 1995 and exceeded 207 percent for the five-year period
ending on December 31, 1995. In addition, the total market value of the
Company's outstanding stock increased over $61 million in fiscal year 1995.
Quarterly dividends increased over 10.5 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 was recommended by the Audit Committee to audit the accounts
of the Company and its subsidiaries for the years ending December 31, 1995 and
1996. One or more representatives of Arthur Andersen LLP are expected to be
present at the Annual 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 interim period preceding March 4, 1994, there were no
disagreements with KPMG Peat Marwick LLP on any matter of accounting principles
or practices, financial statement disclosure, auditing scope or procedure, or
any other reportable events.

SHAREHOLDER PROPOSALS FOR PRESENTATION
AT THE 1997 ANNUAL MEETING

If a shareholder of the Company wishes to present a proposal for
consideration for inclusion in the Proxy Statement for the 1997 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 11, 1996. 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 Annual Meeting, please
complete, sign, and return the enclosed Proxy Card 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 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 by attending the Annual Meeting and voting in person.

The number of votes that each shareholder will be entitled to cast at the
Annual 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.

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
owned as of February 26, 1996, were beneficially owned before February 26, 1992,
entitling such shareholder to five votes per share, and how many were acquired
after February 25, 1992, 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 25,
1992, and the shareholder will be entitled to one vote for each share. If a
shareholder provides incorrect information, he or she may provide correct
information at any time at least three (3) business days prior to the voting of
his or her shares at the Annual Meeting.

Proxy Cards are being furnished to shareholders of record on February 26,
1996 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 26, 1992, 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 25, 1992, 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 or she 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 the 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. 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 Treasurer of the Company, in his or her 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 or she may require such
additional evidence and, until it is provided in form and substance satisfactory
to him or her, 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 (3) 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 Annual Meeting.
Directors are elected by a plurality of the votes of the shares present in
person or represented by proxy at the Annual 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 Annual Meeting, but unless so
requested, may be held in any way approved at the Annual Meeting.

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

All shares of Common Stock in the Company's Employee Incentive Savings Plan
that have been allocated to the account of a participant for which the Trustee
receives voting instructions will be voted in accordance with those
instructions. All Common Stock that has been allocated to the account of a
participant for which the Trustee has not received voting instructions, and any
shares which have not been allocated to account of a participant, 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 at the Annual Meeting. Should any further business come before the
Annual Meeting or any adjourned meeting, it is the intention of the proxies
named in the enclosed Proxy Card to vote according to their best judgment.

By Order of the Board of Directors

Steven J. Ford,
SECRETARY
Dated: March 15, 1996

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 PROVISIONS 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
CHANGES 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 22, 1996

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
Monday, April 22, 1996, 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 /x/

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 -
Nominees: Henry J. Forrest,
Dr. Peter F. Krogh and
Peter L.A. Jamieson

FOR / /

WITHHELD / /

FOR ALL
(Except those whose names are written on the line 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: ___________________________, 1996

Signature(s) ___________________________

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

PROXY PROXY
CARLISLE COMPANIES INCORPORATED

Proxy Solicited By The Board Of Directors
For The Annual Meeting of Shareholders - April 22, 1996

__ 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 /x/

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 -
Nominees: Henry J. Forrest,
Dr. Peter F. Krogh and
Peter L.A. Jamieson

FOR / /

WITHHELD / /
FOR ALL
(Except those whose names are written on the line provided below)
/ / ________________________________________

VOTING CONFIRMATION

Please provide the number of shares
beneficially owned for each category as
of February 26, 1996.

_____ shares beneficially owned BEFORE
February 26, 1992 entitled to five votes
each.

_____ shares beneficially owned AFTER
February 25, 1992 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: ___________________________, 1996

Signature(s) ___________________________
________________________________________
Please vote, sign, date and return this proxy
card promptly using the enclosed envelope.

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 1996 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 Monday, April 22, 1996, at 12:00 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:
Henry J. Forrest, Dr. Peter F. Krogh and Peter L.A. Jamieson

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 26,
1992. (POST NUMBER OF SHARES,
NOT NUMBER OF VOTES)
-----------------------------------------------
FOR AGAINST ABSTAIN
--- ------- -------
1. DIRECTORS
HENRY J. FORREST .... _______ _______ _______
DR. PETER F. KROGH .. _______ _______ _______
PETER L.A. JAMIESON . _______ _______ _______

SHARES BENEFICIALLY OWNED AND ACQUIRED
AFTER FEBRUARY 25, 1992 (POST NUMBER OF SHARES,
NOT NUMBER OF VOTES)
-----------------------------------------------
FOR AGAINST ABSTAIN
--- ------- -------
1. DIRECTORS
HENRY J. FORREST .... _______ _______ _______
DR. PETER F. KROGH .. _______ _______ _______
PETER L.A. JAMIESON . _______ _______ _______

POST ONLY RECORD POSITION:
DO NOT TABULATE VOTES

DATED _________________________________, 1996
________________________________________
________________________________________
"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, ADMIN-
ISTRATOR, TRUSTEE OR GUARDIAN, GIVE FULL TITLE AS
SUCH.

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 26, 1996 and who acquired Carlisle Common Stock before
February 26, 1992, will be entitled to cast five votes per share at the Annual
Meeting to be held on April 22, 1996. Those holders of record who acquired
their shares after February 25, 1992 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 26, 1996.

_____ shares beneficially owned BEFORE February 26, 1992 entitled to
five votes each.

_____ shares beneficially owned and acquired AFTER February 25, 1992
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 25, 1992.

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 60690-9608.

March 15, 1996