SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

        June 11, 2010   Mr. Sean P. Hennessy  Senior Vice President - Finance and CFO 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, 2009
  Form 10-Q for Fiscal Quarter Ended March 31, 2010   File No. 1-4851

 Dear Mr. Hennessy:
We have reviewed your response letter dated June 8, 2010 and have the following
comments.  In some of our comments, we may ask you to provide us with information so
we may better understand your disclosure.
Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstan ces, please tell us why in
your response.       After reviewing the information you provi de in response to these comments, we
may have additional comments.

Form 10-K for Fiscal 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
The Sherwin-Williams Company
June 11, 2010 Page 2 of 3   Management’s Discussion and Analysis

 Results of Operations, page 31

2. We note your response to prior comment 4.  We continue to believe that you should
further clarify the specific amounts that you are referring to in arriving at the $8.6
million change and where these amounts are recorded on your statements of
consolidated income.  In arriving at th is amount, it appears th at you are looking at
certain components of the other general e xpense-net, interest and net investment
income, and other expense (income)-net li ne items.  It is not clear how you
determined which components to include and exclude.  In this regard, you could
consider discussing each line item as presen ted on your statements of consolidated
income rather than discussing components  of various line items.  Your proposed
disclosure states that these amounts repres ent administrative expe nses not directly
associated with reportable operating segmen ts, which you define on page 13 as the
Paint Stores Group, Consumer Group, and Gl obal Finishes Group.  It appears that
there would be additional administrative expe nses not directly associated with these
reportable operating segments, including t hose reported under the Administrative
segment.  Please advise or revise your disclosure as necessary.

Financial Statements

Note 12 – Stock Purchase Plan and Preferred Stock, page 69
 3. We note your response to prior comment 5.  Please tell us whether the ESOP
borrowed funds from a third-party lender to pur chase your shares.  If so, please tell us
whether you have guaranteed the loan.  Please also confirm, if true, that you did not
borrow funds from a third-party lender and then loan these amounts to the ESOP to
purchase your shares.
    Form 10-Q for Fiscal Quarter Ended March 31, 2010

 General

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

Mr. Sean P. Hennessy
The Sherwin-Williams Company
June 11, 2010 Page 3 of 3
You may contact Nudrat Sa lik, Staff Accountant, at (202) 551-3692 or me at
(202) 551-3769 if you have questions regarding these comments.

       S i n c e r e l y ,            R u f u s  D e c k e r         Accounting Branch Chief