SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

                                                                             May 25, 2011
 Mr. Sean P. Hennessy Chief Financial Officer The Sherwin-Williams Company 101 West Prospect Avenue Cleveland, Ohio 44115-1075
 RE: The Sherwin-Williams Company
Form 10-K for the Year Ended December 31, 2010 Form 10-Q for the Period Ended March 31, 2011 Definitive Proxy Statement on Sc hedule 14A filed on March 9, 2011
File No. 1-4851

Dear Mr. Hennessy:

We have reviewed your filings 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 with in ten business days by providing the
requested information, or by advising us when you will provide the requested response.  If you do not believe our comment s apply to your facts and circumstances,
please tell us why in your response.     After reviewing the information you pr ovide in response to these comments,
we may have additional comments.
Form 10-K for the Year Ended December 31, 2010

 Item 15. Exhibits and Financia l Statement Schedules, page 21

 1. You have included your Schedule II – Valuation and Qualifying Accounts
and Reserves for the years ended December 31, 2010, 2009 and 2008.  Please confirm that this financial stat ement schedule was audited by your
independent registered public a ccounting firm.  If so, please make
arrangements with your independent re gistered public accounting firm to
revise its opinion in future filings to reference the financial statement
schedule included in Item 15(a) of your Form 10-K for the year ended
December 31, 2010.  Otherwise, you may also include similar information to

Mr. Sean P. Hennessy
The Sherwin-Williams Company May 25, 2011 Page 2
Schedule II in the notes to your consolid ated financial statements.  Refer to
Rule 5-04 of Regulation S-X.
 Exhibit 13 – Annual Report

Litigation, page 30
Insurance coverage lit igation, page 32

2. Please tell us why you have not provided  all of the information required by
Item 103 of Regulation S-K for these actions.
Report of Management on Internal Cont rol Over Financial Reporting, page 38

 3. We note your disclosure that internal  control over financial reporting “are
designed to provide reasonable assurance that the Company has the ability to
record, process, summarize and report reliable financial information.”  We
also note your disclosure in the last pa ragraph.  This description appears to be
based on the definition of internal contro l over financial repo rting set forth in
Rules 13a-15(f) and 15d-15(f) under th e Exchange Act.  As described,
however, the description does not fully conform to the definition in those
rules.  Please confirm for us that in  its report management used the term
“internal control over fina ncial reporting” as defined in Rules 13a–15(f) or
15d–15(f) under the Exchange Act.  In fu ture filings, if you define internal
controls over financial reporting, please  use or reference the definition in
Rules 13a–15(f) or 15d–15(f) under the Exchange Act.

4. Please confirm to us, and in future fili ngs disclose that the assessment of the
effectiveness of the internal control over financial reporting was done with
the participation of your principal executive and prin cipal financial officers,
or persons performing similar functions.  We note that your disclosure in the
second paragraph only refers to your “management group.”  See Rule 13a-15(c) under the Exchange Act.
Note 10 – Litigation, page 65

5. On page 65, you indicate that the Con tingencies Topic of the ASC requires
disclosure of the contingency when ther e is a reasonable possi bility that a loss
or additional loss may have been incu rred if even the possibility may be
remote.  In discussing the public nuisance claim litigation, it is not clear whether there is a reasonable possibil ity that a loss or additional loss may
have been incurred.  In future filings, please disclose the range of reasonably
possible losses above the amount accrued, if applicable or state that they

Mr. Sean P. Hennessy
The Sherwin-Williams Company May 25, 2011 Page 3
cannot be estimated.  If you believe th at they cannot be estimated, please
supplementally tell us why not and descri be for us your efforts to perform the
estimate.  Please also disclose the amount of damages sought, if specified;
and the amount of any accrual, if necessary for an understanding of this public nuisance claim litigation.  Plea se show us in your supplemental
response what the revisions will look like.  Refer to ASC 450-20-50.
Definitive Proxy Statement on Schedule 14A filed on March 9, 2011

 Compensation Discussion and Analysis, page 27

Annual Cash Incentive Compensation, page 35

6. We note your tabular disclosure on page 37.  Please show us, and in future
filings disclose how the compensati on committee determined the actual
amounts of the 2010 awards.  In doing  so, please show us the specific
calculations for each named executive offi cer.  Also, please tell us, and in
future filings please disclose, how you determine “after tax return on net
assets employed.”  Refer to Item 402(b)(1)(v) of Regulation S-K.
 Long-Term Equity Incentive Compensation, page 37

Restricted Stock, page 38

7. Please refer to comment seven in our letter dated November 25, 2008 and
your December 30, 2008 response.  Pleas e confirm that you continue to
define and calculate “aver age return on average equ ity” as indicated in your
December 30, 2008 response and, to the extent applicable, please ensure that you make such disclosure in future filings.
   We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain th at the filing includes the information the
Securities Exchange Act of 1934 and all ap plicable Exchange Act rules require.
Since the company and its management are in possession of all facts relating to a
company’s disclosure, they are responsible  for the accuracy and adequacy of the
disclosures they have made.
In responding to our comments, please provide a written statement from the
company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

Mr. Sean P. Hennessy
The Sherwin-Williams Company May 25, 2011 Page 4
 staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny 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 pers on under the federal s ecurities laws of
the United States.
 You may contact Era Anagnosti, Sta ff Attorney, at (202) 551-3369 or
Dietrich King, Staff Attorn ey at (202) 551-3338 if you have  any questions regarding
legal matters.  Please contact Ernest Green e, Staff Accountant at (202) 551-3733 or
me 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