SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

October 3, 2006

Mr. Sean P. Hennessy
Senior Vice President – Finan ce and Chief Financial Officer
The Sherwin-Williams Company
101 Prospect Avenue, N.W.
Cleveland, Ohio 44115-1075

 RE:  Form 10-K for the Fiscal  Year ended D ecember 31, 2005
                     Form 10-Q for the Fiscal Quarters ended March 31, 200 6 and June 30,
  2006
                     File No. 1-4851

Dear Mr. Hennessy:

  We have reviewed these filings a nd have the following comments.  If you
disagree with a comment, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Sean P. Hennessy
The Sherwin-Williams Company
October 3, 2006 Page 2 of 6
Form 10-K for the year ended December 31, 2005

General
1. Where a comment below requests additional disclosures or other revisions to be made, please show us in your response wh at the revisions will look like.  These
revisions should be included in your future  filings, including your interim filings
where applicable.

Selected Financial Data, page 15
2. Please disclose how the ratio of earni ngs to fixed charges is numerically
computed.

2005 Annual Report
Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 20
3. Please enhance your management’s discussion and analysis disclosures for each segment by quantifying the reasons for signi ficant changes in net sales and gross
profits in terms of the amount of increas e or decrease due to prices, volume,
foreign currency and new product introductions , and include an explanation of the
underlying reasons for these and other cha nges.  In addition, given the strategic
importance of international markets in your current and future strategic plans
identified under Risk Factors, please enhance your disclosure of net sales,
operating results and foreign currency ex change gains and losses in key foreign
markets.  Please also quantify the amount of increases or decreases in selling, general and administrative expenses for each segment and include an explanation
of the underlying reasons for the change s instead of focusing on percentage
decreases in these expenses that you de scribe as being due to good expense
control.  Please refer to Item 303 of Regulation S-K.

Contractual obligations and Comm ercial Commitments, page 28
4. Please revise the table of contractual obligations to include estimated interest payments on your debt.  Because the table is aimed at increasing transparency of
cash flow, we believe these payments should be included in the table.  Please also
disclose any assumptions you made to derive these amounts.

Sean P. Hennessy
The Sherwin-Williams Company
October 3, 2006 Page 3 of 6
Financial Statements

Report of the Independent Registered Public Accounting Firm on the Consolidated
Financial Statements, page 41
5. Please include an audit report from your  independent accountants that includes
reference to Schedule II that appear s on page 19 of your Form 10-K report.

Statements of Consolidated Cash Flows, page 44
6. In 2005, you disclosed a $67.3 million increase in accounts payable and a correspondingly smaller $33.5 million in inventories.  During this same period, capital expenditures increased $36.3 million in  relation to the prior year.  Please
tell us the amounts, if any, of accounts paya ble or other accruals related to capital
expenditures for property, plant and equipment.  If you have accrued accounts payable or other accruals fo r capital expenditures that ha ve not been paid for at
year-end, these amounts should be presen ted as information about non-cash
investing activities.   Please refer to  paragraphs 17.c. a nd 32 of SFAS 95.

Note 1 – Significant Accounting Policies, page 46
7. Please disclose the types of expenses th at you include in the cost of goods sold
line item and the types of expenses that you include in the selling, general and administrative expenses line item.  In doing so please also disclose whether you
include inbound freight charges, purchasing and receiving costs, inspection costs,
warehousing costs, internal transfer costs,  and the other costs of your distribution
network in the cost of goods sold line item.  With the exception of warehousing
costs, if you currently exclude a portion of these costs from cost of goods sold, please disclose:
• in a footnote the line items that these excluded costs are included in and the amounts included in each line it em for each period presented, and
• in MD&A that your gross profit margin s may not be comparable to those
of other entities, since some entities incl ude all of the costs related to their
distribution network in cost of good sold and others like you exclude a
portion of them from gross profit ma rgin, including them instead in
another line item, such as selling, general and administrative expenses.

Sean P. Hennessy
The Sherwin-Williams Company
October 3, 2006 Page 4 of 6
Note 8 – Other Long-Term Liabilities, page 61
8. On page 66, you disclosed that you recorded environmental matters on a net basis apparently net of recoveries from your in surance carriers.  Assets and liabilities
are generally not offset against each other based on the guidance in FASB
Interpretation 39.  Please tell us if you have offset any of the assets and liabilities related to environmental matters.  In the event that you have offset any amounts,
please tell us how your accounting comp lies with the conditions of FASB
Interpretation 39 and revise your disclosure accordingly as well.

Note 12 - Other Expense - net, page 66
9. You disclosed operating expenses and non- operating expenses within the Other
Expense – net line item.  At a minimum,  operating expenses, such as provisions
for environmental matters – net and (Gain)  loss on disposition of assets, should be
presented up where selling, general a nd administrative expenses and goodwill
impairment appear in your statements of income.  In addition, based on the
increasing provisions for environmental losses since 2003, please tell us why you
believe that the environmental expens es and the insurance recovery amounts
should be presented on a net basis as oppos ed to disclosed separately.  In the
event that you continue to believe that th ese transactions should be presented on a
net basis, please disclose the amount of environmental provisions and insurance recoveries for 2003, 2004 and 2005 in conjuncti on with a discussion of material
transactions in each of those years.  Please refer to Rule 5.03 of Regulation S-X.

Note 17 - Reportable Segment Information, page 69
10. You describe the profit (loss) measure used by each of your segments as operating profit.  Please revise the term operating profit to a term that is not confusingly
similar to operating income computed in accordance with GAAP, such as segment
profit (loss).  Please also revise the term used to anal yze and discuss the operating
results of your segments in management ’s discussion and analysis as well.
11. You disclosed Administrative  sales, operating profits, id entifiable assets, capital
expenditures and depreciation.  Please also include Administrative amounts
related to operating segment margins be fore arriving at total operating segment
totals.

Sean P. Hennessy
The Sherwin-Williams Company
October 3, 2006 Page 5 of 6
Form 10-Q for the period ended June 30, 2006
General
12. Please address the comments above in  your interim filings as well.

Financial Statements

Note P – Litigation, page 16
13. You disclosed that you did not accrue for the potential loss arising from the State
of Rhode Island environment litigation ruling since you can not reasonably determine the amount or the range of loss th at you may incur.  You also disclosed
in an 8-K report filed on March 15, 2006, that you had modified your credit agreement such that in the event of a le gal judgment for a payment in excess of
$75 million not covered by insurance in th e litigation pending in the State of
Rhode Island that such judgment w ould not prevent you from borrowing and
obtaining letters of credit under your cred it agreement.  We remind you that SAB
Topic 5:Y states that environmental liab ilities are of such significance that
detailed  disclosures regarding the judgme nts and assumptions underlying the
recognition and measurement of the liabilit ies are necessary to inform readers
fully regarding the range of reasonably possible outcomes that could have a material effect on your financial conditi on, results of operations, or liquidity.
Since it appears that there is a reasonab le possibility that a loss may have been
incurred and the amount of that loss may be material and given that you have modified your lending arrangements to prepare for this potential contingency it appears that you are aware of an estimated loss, or range of loss.  Please disclose
the estimated loss, or range of loss as re quired by paragraph 10 of SFAS 5.  Please
also provide the disclosures called for by SAB Topic 5:Y, including the extent to
which potential losses are expected to be  covered by your insurance carriers and
the time frame over which the potential cl aims may be disbursed given the recent
downgrade of your debt rating by Moody’s Investors Service and Standard &
Poor’s.

*    *    *    *

        Please respond to these comments within 10 business days, or tell us when you will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review .  Please file your response on EDGAR as a correspondence

Sean P. Hennessy
The Sherwin-Williams Company
October 3, 2006 Page 6 of 6
file.  Please understand that we may have additional comments after reviewing your
responses to our comments.

       We urge all persons who are res ponsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information required under the Securities Ex change Act of 1934 and that they have
provided all information investors require fo r an informed decision.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.

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

• the company is responsible for the adequacy  and accuracy of the disclosure in their
filings;

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

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

  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

        If you have any questions regardi ng these comments, please direct them to Gus
Rodriguez, Staff Accountant, at (202) 551-3752 or, in his absence, Rufus Decker, the undersigned, at (202) 551-3769.

          Sincerely,

        R u f u s  D e c k e r
        B r a n c h  C h i e f