SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631       May 19, 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   Form 10-Q for the period ended March 31, 2010    File No. 1-4851   Dear Mr. Hennessy:    We have reviewed your response letter dated May 12, 2010 and have the following additional comments.  If you disagree with our comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as nece ssary in your explanation.
  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
May 19, 2010
Page 2 of 4   Management’s Discussion and Analysis

 Cash Flow, page 25

 2. We note your response to prior comment 5.  Y our disclosures provide  a description of
how free cash flow is calculated, provide a cautionary statement that this measure may not be comparable to values used by other entities, and indi cate that free cash
flow should not be considered an alternativ e to net operating cash or other cash flow
amounts.  However, your disclosures do not appear to address the additional material limitations of this measure, including that 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.  Please further advise or expand your disclosures.  Refer to Compliance and Disclosures Interpretation 102.07 which
is available on our website at http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm
.
 Results of Operations, page 31

3. We note your response to prior comment 7.  The Administrative segment’s loss
before taxes decreased by approximate ly $26.2 million from $225.9 million for the
year ended December 31, 2008 to $199.7 million for the year ended December 31,
2009.  The additional disclosures you propose to provide appear to only explain $6.6
million of the fluctuation.  Please discuss the remaining business reasons with
quantification which led to changes in th ese amounts or clearly reconcile for each
period presented between the various ad ministrative amounts discussed in MD&A
and the administrative amount shown in the 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.
 4. We reissue prior comment 8.  You provide a discussion of administrative expenses
not included in SG&A, which you state decreased $8.6 million in 2009 and appears to be different than the Administrative se gment loss before income taxes amounts
presented on page 31.  It is not clear how  you arrived at the $8.6 million as well as
which line item(s) are being included in this discussion.  Please clar ify as necessary.

Financial Statements

Note 12 – Stock Purchase Plan and Preferred Stock, page 69

5. We note your response to prior comment 16.  ASC 810-10-15-12 indicates that an
employer should not consolidate an employee be nefit plan subject to the provisions of
Topic 715 or Topic 712.  It appears that th e ESOP may not be subject to ASC 715 as
it appears to be a leveraged ESOP.  Please further advise how you determined that

Mr. Sean P. Hennessy
May 19, 2010
Page 3 of 4
you do not need to evaluate the ESOP trus t for potential consolidation under the
variable interest model pursuant to ASC 810-10.

Note 16 – Net Income Per Common Share, page 74

6. We note your response to prior comment  17.  We remind you that ASC 260-10-45-
60A states that all securities that meet the definition of a participating security,
irrespective of whether the securities are convertible, nonconvertible, or potential
common stock securities, shall be included in  the computation of basic EPS using the
two-class method.  In this regard, it rema ins unclear how you determined that you do
not need to use the two-class method of co mputing earnings per share.  Please also
provide us with your materiality analysis pursuant to SA B Topics 1:M and 1:N for the
year ended December 31, 2008, year ended December 31, 2007, and the three months
ended March 31, 2010.

Note 19 – Reportable Segment Information, page 75
 7. It is not clear how you determined it was a ppropriate to include the presentation of
operating segments that you determined we re not individually significant in the
Administrative segment column.  The Admi nistrative segment appears to primarily
represent the administrative expenses of your corporate headquarters site, interest
expense, interest and investment income, cer tain expenses related to closed facilities
and environmental-related matters, and ot her expenses which were not directly
associated with the reportable operating segments.  Please advise.  Refer to ASC 280-10-50-12 through 15.
 8. We note your response to prior comment 18.  You state that your chief operating
decision maker regularly receives a signifi cant amount of 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.  It appears that this financial information received is below the operating
segment level.  Please disclose what c onsideration was given to your chief operating
decision maker receiving this additional fi nancial information in determining your
operating segments.  Please supplementally provide us with a description of the
financial information the chief operating decision maker receives on a regular basis
below the operating segment level.

FORM 10-Q FOR PERI OD ENDED MARCH 31, 2010

General

9. Please address the above comments in your interim filings as well.

Mr. Sean P. Hennessy
May 19, 2010 Page 4 of 4   10. Please tell us what consideration you gave  to SEC Release No. 33-9106 in regards to
providing disclosures regarding climate change matters.

*    *    *    *

  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.

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