SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             March 17, 2009
 Sean P. Hennessy Chief Financial Officer The Sherwin-Williams Company 101 West Prospect Avenue Cleveland, Ohio 44115
 RE: The Sherwin-Williams Company
Form 10-K for Fiscal Year  Ended December 31, 2008
File No. 33-28585

Dear Mr. Hennessy:
   We have reviewed your filing and 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
or may not 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.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

 General

1. Where a comment below requests additional disclosures or other revisions, please
show us in your response what the revi sions will look like.  These revisions
should be included in your future fili ngs, including your interim filings where
appropriate.

Mr. Sean P. Hennessy
March 17, 2009 Page 2  Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 14
 Critical Accounting Policies and Estimates, page 15

Purchase Accounting, Goodwill and Intangible Assets, page 16
 2. You have recognized significant goodwill and intangible asset charges during the
year ended December 31, 2008.  In the intere st of providing readers with a better
insight into management’s judgments  in accounting for goodwill and intangible
assets, please consider disclosing the following:
• The reporting unit level at which you test goodwill for impairment and your
basis for that determination;
• Sufficient information to enable a reader to understand how you apply the
discounted cash flow valuation model in estimating the fair value of your
reporting units and why management sele cted this method as being the most
meaningful in preparing your goodwill impairment analyses;
• How you determine the appropriate discount  rates and attriti on rates to apply
in your intangible asse t impairment analysis;
• A qualitative and quantitative description of the material assumptions used
and a sensitivity analysis of those assumptions based upon reasonably likely
changes; and
• If applicable, how the assumptions and methodologies used for valuing
goodwill and intangible assets in the curre nt year have changed since the prior
year, highlighting the im pact of any changes.

*    *    *    *

  Please respond to these comments with in 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
file.  Please understand that we may have additional comments after reviewing your
responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

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

Mr. Sean P. Hennessy
March 17, 2009 Page 3
• 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities 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.
You may contact Ernest Greene, Staff Accountant, at (202) 551-3733, or the
undersigned at (202) 551-3769, if you have questions regarding comments on the
financial statements and related matters.         Sincerely,            R u f u s  D e c k e r
       Accounting Branch Chief