SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
April 6, 2010

Via U.S. mail and facsimile

Mr. Sean P. Hennessy  Senior Vice President - Finance and CFO The Sherwin-Williams Company
101 West Prospect Avenue Cleveland, Ohio 44115   RE: Form 10-K for the year ended December 31, 2009    File No. 1-4851   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, 2009

Exhibit 13

General

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

Mr. Sean P. Hennessy
April 6, 2010
Page 2 of 7   Management’s Discussion and Analysis

 Critical Accounting Policies

 Accounts Receivable, page 14

2. Please expand your discussion to address whic h statements of consolidated income
line items are used to record accounts r eceivable allowances as well as how you
determine which line item to use to reco rd these allowances.  Specifically, please
disclose in which circumstances you reco rd accounts receivable  allowances as a
reduction to net sales and in which circ umstances you record accounts receivable
allowances as an increase to selling, gene ral and administrative expenses or other
expense line items.  Please clarify if a ny of the allowances recorded as selling,
general and administrative expenses or in  any other expense line item were for
reasons other than those associated with  creditworthiness such as for disputed
invoices or pricing discrepanc ies.  If so, tell us the corresponding amounts recorded
during each of three year s ended December 31, 2009.
 Purchase Accounting, Goodwill and Intangible Assets, page 15

 3. In the interest of providing readers with a better insight into management’s judgments
in accounting for goodwill, please disclose the following:
• You disclose that a repor ting unit is a reportable opera ting segment or one level
below the reportable operating segment (c omponent level) as determined by the
availability of discrete financial info rmation that is regularly reviewed by
operating segment management or an a ggregate of component levels of a
reportable operating segment having similar economic characteristics.  Please
expand your disclosures to disclose what  your actual reporting units are; and
• To the extent that any of your reporting un its have estimated fair values that are
not substantially in excess of the carrying value and to the extent that goodwill for these reporting units, in the aggregate or individually, if impaired, could
materially impact your operating results, please provide the following disclosures
for each of these reporting units: o Identify the reporting unit;
o The percentage by which fair value exceed s the carrying value as of the most-
recent step-one test;
o The amount of goodwill;
o A description of the assumptions that drive the estimated fair value;
o A discussion of the uncertainty associ ated with the key assumptions.  For
example, to the extent that you have included assumptions in your discounted
cash flow model that materially deviates from your historical results, please
include a discussion of these assumptions; and
o A discussion of any potential events and/or circumstances that could have a negative effect to the estimated fair value.

Mr. Sean P. Hennessy
April 6, 2010
Page 3 of 7
If you have determined that the estimated fair value substantially exceeds the carrying value for all of your reporting units, please di sclose this determination.  Please also
provide the above disclosures,  as applicable, for any long- lived assets or asset groups
for which you have determined that undiscount ed cash flows are not substantially in
excess of the carrying value and to the extent that the asset amounts, in the aggregate or individually, could materially impact your  operating results or  total shareholder’s
equity.  Please refer to Item 303 of Regulation S-K and Sections 216 and 501.14 of
the SEC’s Codification of Financial Reporting Policies for guidance.

Financial Condition, Liquidity and Cash Flow

Overview, page 19
 4. You discuss net income adjusted for noncash items on pages 19 and 25.  Given that this amount appears to constitute a non-GAAP  financial measure, please provide the
disclosures required by Item 10(e) of Regulation S-K.
 Cash Flow, page 25

 5. You state that management considers a measurement of cash flow that is not in
accordance with US GAAP to be a useful tool in determining the discretionary
portion of your net operating cash.  Pleas e ensure that you discuss all material
limitations of your measurement.  For ex ample, there are some non-discretionary
expenditures such as mandatory debt serv ice requirements that have not been
included in your determination of free cash flow.  Refer to Compliance and
Disclosures Interpretation 102.07 whic h is available on our website at
http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm
.

Financial Covenant, page 30

6. Your disclosures indicate that the only fi nancial covenant cont ained in your debt
agreements is related to consolidated levera ge.  Please disclose the specific terms of
the consolidated leverage covenant with any required ratio.  Please disclose the actual
ratio as of each reporting date if it is reasonably likely that you will not be able to
meet such covenant.  Please also consider showing the specific computations used to arrive at the actual ratio with a corres ponding reconciliation to US GAAP amounts.
See Sections I.D and IV.C of the SEC Interpretive Release No. 33-8350 and Question 10 of our FAQ Regarding the Use of Non- GAAP Financial Measures dated June 13,
2003.

Results of Operations, page 31

 7. Please also discuss with quantificati on the business reasons for changes in
administrative expenses as reported in your  reconciliation from each segment’s profit

Mr. Sean P. Hennessy
April 6, 2010
Page 4 of 7
to consolidated income before income taxes or clearly reconcile for each period presented between the various administra tive amounts discussed in MD&A and the
administrative expenses amount shown in th e segment reconciliation.  When there is
more than one factor for a change between  periods, please quantify the extent to
which each factor contributed to the overall change.
 8. You provide a discussion of administrativ e expenses not includ ed in SG&A, which
you state decreased $8.6 million in 2009.  It  is not clear how you arrived at the $8.6
million as well as which line item(s) are be ing included in this discussion.  Please
clarify as necessary.

Financial Statements

 Consolidated Balance Sheets, page 41

9. The other accruals line item represents approximately 31% of your total current
liabilities at December 31, 2009.  If applicab le, please separately present on the face
of the balance or in a note to the financial statements any item that is in excess of 5%.
Refer to Rule 5-02.20 of Regulation S-X.
 Statements of Consolidated Cash Flows, page 42

 10. You present the net increase (decrease) in  long-term debt rather than separately
presenting the proceeds received from and repayments of long-term debt.  Please present these amounts on a gross basis or  tell us how you determined your net
presentation was appropriate.   Refer to ASC 230-10-45-26.
 Note 1 – Significant Accounting Policies

 Property, Plant and Equipment, page 46

 11. Please disclose the income statement line item(s) in which you include depreciation and amortization.  If you do not allocate a po rtion of these amounts to cost of goods
sold, please tell us what  consideration you gave to SAB Topic 11:B.

Note 3 – Loss on Dissolution of a Foreign Subsidiary, page 51

12. Please tell us what consideration you gave to ASC 830-30-40 in regards to any
accumulated translation amounts associated w ith the European subsidiary which was
dissolved.

Mr. Sean P. Hennessy
April 6, 2010
Page 5 of 7   Note 5 – Goodwill, Intangible and Long-Lived Assets, page 51

13. In the summary of changes in the carry ing value of goodwill by reportable operating
segment provided on page 53, there appear to  be significant change s due to currency
and other adjustments for the year en ded December 31, 2009.  In this regard,
goodwill increased by 89% from $37.9 million to  $71.8 million for the global finishes
group segment due to currency and other adju stments.  For any significant changes
which are not currency related, please expa nd your disclosure to  explain the reason
for the change.
 Note 15 – Income Taxes, page 72

14. It appears that the new health care legislation enacted in 2010 may impact your financial statements pursuant to ASC 740- 10-35-4.  We remind you to disclose the
impact of any adjustments that are made as a result of the new legi slation, if material.
Refer to ASC 740-10-50-9.

Note 10.  Litigation, page 65

Insurance Coverage Litigation, page 68

15. An ultimate loss in the insurance coverage  litigation would mean that insurance
proceeds could be unavailable under the polic ies at issue to mitigate any ultimate
abatement related costs and liabilities.  Pl ease further clarify in your disclosures the
impact the ultimate loss in insurance covera ge litigation could have on your financial
statements.  For example, please clarify wh ether you have recorded any assets related
to these expected insurance recoveries or  otherwise assumed that these insurance
proceeds would be received in any accounti ng estimates that you have made.  Refer
to ASC 450-20-50.

Note 12 – Stock Purchase Plan and Preferred Stock, page 69
 16. Please disclose how the convertible preferred stock related to the employee stock ownership plan is treated for purposes of determining earnings per share amounts
pursuant to ASC 718-40.  Pleas e also tell us what consideration you gave as to
whether the ESOP trust is a variable  interest entity pursuant to ASC 810-10.

Note 16 – Net Income Per Common Share, page 74

17. You determined that the use of the two-class method of computing earnings per share does not have a significant impact on your  basic and diluted earnings per share
calculations.  The treasury stock method continues to be disclosed.  Please help us understand how you determined that you did not  need to use the two-class method of

Mr. Sean P. Hennessy
April 6, 2010
Page 6 of 7
computing earnings per share.  Please provide us with your materiality analysis pursuant to SAB Topics 1:M and 1:N.

Note 19 – Reportable Segment Information, page 75
 18. Because of your diverse operations, the chief operating decision maker regularly
receives discrete financial information about each reportable operating segment as
well as a significant amount of additional financial information about certain divisions, business units or subsidiaries.  The chief opera ting decision maker uses all
such financial information for performance assessment and resource allocation decisions.  Given that the chief operating decision maker uses additional financial
information, which appears to be at a level lower than your current operating
segments, for performance assessment and resource allocation, pl ease clarify in your
disclosure your consideration of this addi tional financial information in determining
your operating segments pursuan t to ASC 280-10-50-1.

*    *    *    *

  Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your responses to our comment s and provides any requested supplemental
information.  Detailed letters greatly facilitate our review.  Please file your supplemental
response on EDGAR as a correspondence file .  Please understand that we may have
additional comments after reviewin g your responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

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

Mr. Sean P. Hennessy
April 6, 2010 Page 7 of 7
If you have any questions regarding these comments, please direct them to Nudrat
Salik, Staff Accountant, at ( 202) 551-3692 or, in her absence,  to the undersigned at (202)
551-3769.         S i n c e r e l y ,             R u f u s  D e c k e r         Accounting Branch Chief