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Sean P. Hennessy

Senior Vice President — Finance

and Chief Financial Officer

Phone: 216-566-2573

May 12, 2010

By EDGAR and U.S. Mail

Rufus Decker

Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4631

100 F Street, NE

Washington, DC 20549-4631

    Re:

    The Sherwin-Williams Company

    Form 10-K for the year ended December 31, 2009

    File No. 1-4851

Dear Mr. Decker:

We have
set forth below responses of The Sherwin-Williams Company
(“Sherwin-Williams,” the “Company” or the
“Registrant”) to address
the comments of the Staff of the Division of Corporation Finance contained in your letter dated
April 6, 2010 regarding your review of Sherwin-Williams’ filing noted above.

For your convenience, we have restated in boldface each of the Staff’s comments followed by our
response.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2009

Exhibit 13

General

    1.

    Comment: 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.

    Response: Where a comment requests additional disclosures or other revisions, the
Registrant’s response includes an example of what the additional disclosures or revisions will
look like. The Registrant will include such additional disclosures or other revisions in its
future filings, including our interim filings, if applicable.

The
Sherwin-Williams Company 101 West Prospect Avenue, Cleveland, Ohio 44115

Mr. Rufus Decker

May 12, 2010

Page 2

Management’s Discussion and Analysis

Critical Accounting Policies

Accounts Receivable, page 14

    2.

    Comment: Please expand your discussion to address which statements of consolidated
income line items are used to record accounts receivable allowances as well as how you
determine which line item to use to record these allowances. Specifically, please disclose in
which circumstances you record accounts allowances as a reduction to net sales and in which
circumstances you record accounts receivable allowances as an increase to selling, general and
administrative expenses or other expense line items. Please clarify if any 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 discrepancies. If so, tell us the corresponding amounts recorded during
each of three years ended December 31, 2009.

    Response: The Registrant does not record any accounts receivable allowances as a
reduction to net sales. In future filings, the Registrant will expand its disclosure regarding
Accounts Receivable to address where accounts receivable allowances are recorded on the
consolidated statements of income and clarify that all allowances were associated with
creditworthiness. For example, the following additional disclosure will be provided in future
filings, including interim filings, where appropriate:

All provisions for allowances for doubtful collection of accounts are related to the
creditworthiness of accounts and are included in Selling, general and administrative
expenses.

Purchase Accounting, Goodwill and Intangible Assets, page 15

    3.

    Comment: 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 reporting unit is a reportable operating segment or one level below
the reportable operating segment (component level) as determined by the availability of
discrete financial information that is regularly reviewed by operating segment management
or an aggregate 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 units 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:

    •

    Identify the reporting unit;

    •

    The percentage by which fair value exceeds the carrying value as of the
most-recent step-one test;

    •

    The amount of goodwill;

    •

    A description of the assumptions that drive the estimated fair value;

The
Sherwin-Williams Company 101 West Prospect Avenue, Cleveland, Ohio 44115

Mr. Rufus Decker

May 12, 2010

Page 3

    •

    A discussion of the uncertainty associated 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 the assumptions; and

    •

    A discussion of any potential events and/or circumstances that could have a
negative effect to the estimated fair value.

If you have determined that the estimated fair value substantially exceeds the carrying value for
all of your reporting units, please disclose this determination. Please also provide the above
disclosures, as applicable, for any long-lived assets or asset groups for which you have determined
that undiscounted 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.

    Response: In future filings, the Registrant will expand its disclosure to include the
number of reporting units, the percentage by which the fair values of the reporting units
exceeds their respective carrying values and information about the sensitivity of key
assumptions. An example future disclosure is as follows:

The Company had X reporting units with goodwill as of October 1, 20XX, the date of
the annual impairment test. The fair values of each of the reporting units exceeded
their respective carrying values by more than X% and, therefore, no goodwill
impairment was recorded. The Company performed a sensitivity analysis on the
discount rate, which is a significant assumption in the calculation of the fair
values. With a 1% increase in the discount rate, the reporting units would continue
to have fair values in excess of their respective carrying values.

    In future filings, if any reporting unit does not have an estimated fair value that is
substantially in excess of carrying value, the Registrant will provide the disclosures required
by Item 303 of Regulation S-K and Sections 216 and 501.14 of the SEC’s Codification of Financial
Policies.

    In future filings, if all long-lived assets or groups of long-lived assets have undiscounted
cash flows substantially in excess of carrying value, a disclosure such as the following will be
made:

All long-lived assets or groups of long-lived assets had undiscounted cash flows
that were substantially in excess of their carrying value.

    In future filings, if any long-lived assets or groups of long-lived assets do not have
undiscounted cash flows that are substantially in excess of carrying value, the Registrant will
disclose the long-lived asset or group of long-lived assets, the percentage by which the undiscounted cash flow exceeded carrying value
and relevant information about the assumptions used in the fair value calculation.

The
Sherwin-Williams Company 101 West Prospect Avenue, Cleveland, Ohio 44115

Mr. Rufus Decker

May 12, 2010

Page 4

Financial Condition, Liquidity and Cash Flow

Overview, page 19

    4.

    Comment: 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.

    Response: The Company does not intend to use net income adjusted for noncash items in
future filings. However, if a non-GAAP financial measure is used in future filings, the
Registrant will ensure that disclosures regarding non-GAAP financial measures comply with Item
10(e) of Regulation S-K.

Cash Flow, page 25

    5.

    Comment:  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. Please ensure that you discuss all material limitations of your measurement.
For example, there are some non-discretionary expenditures such as mandatory debt service
requirements that have not been included in your determination of free cash flow. Refer to
Compliance and Disclosures Interpretation 102.07 which is available on our website at
http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm.

    Response: The Registrant respectfully believes that its current free cash flow
disclosure includes a clear description of how it is calculated and reconciliation to net
operating cash. Further, the disclosure includes a cautionary statement that the Company’s free
cash flow measurement may not be comparable to values considered by other entities using the
same terminology and indicates that free cash flow should not be considered an alternative to
Net operating cash or other cash flow amounts provided in accordance with U.S. generally
accepted accounting principles disclosed in the Statements of Consolidated Cash Flows. The
Registrant believes that the disclosure does not include any potentially misleading inferences
about its usefulness, and that it is appropriate based on the guidance in Compliance and
Disclosures Interpretation 102.07.

Financial Covenant, page 30

    6.

    Comment:  Your disclosures indicate that the only financial covenant contained in your debt agreements
is related to consolidated leverage. 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 corresponding 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.

    Response: The leverage ratio was .98, .88 and .83 at December 31, 2009, 2008 and 2007,
respectively. In future filings, the Registrant will revise its disclosure regarding the
financial covenant. The following additional disclosure was included in the March 31, 2010
interim filing:

The Sherwin-Williams Company 101 West Prospect Avenue, Cleveland, Ohio 44115

Mr. Rufus Decker

May 12, 2010

Page 5

Certain borrowings contain a consolidated leverage covenant. The covenant states the
Company’s leverage ratio is not to exceed 3.00 to 1.00. The leverage ratio is
defined as the ratio of total indebtedness (the sum of Short-term borrowings,
Current portion of long-term debt, and Long-term debt) at the reporting date to
consolidated “Earnings Before Interest, Taxes, Depreciation, and Amortization”
(EBITDA) for the 12-month period ended on the same date. Refer to the “Results of
Operations” caption below for a reconciliation of EBITDA to Net income. At March 31,
2010, the Company was in compliance with the covenant.

    The leverage ratio was 1.24 and 1.23 at March 31, 2010 and 2009, respectively. In future
filings, if it is reasonably likely that the Registrant will not be able to meet the covenant,
the actual ratio will be disclosed.

Results of Operations, page 31

    7.

    Comment: Please also discuss with quantification the business reasons for changes in administrative
expenses as reported in your reconciliation from each segment’s profit to consolidated income
before income taxes or clearly reconcile for each period presented between the various
administrative amounts discussed in MD&A and the administrative expenses 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.

    Response: In future filings, the Registrant will discuss with quantification all
significant business reasons for changes in the administrative expenses as reported in the
reconciliation from each segment’s profit to consolidated income before taxes. The discussion
will be included in the analysis of consolidated gross profit, SG&A and Other general expense —
net, as follows:

The Administrative segment’s gross profit decreased by an insignificant amount.

The Administrative segment’s SG&A decreased $25.5 million primarily due to a
decrease of $13.6 million in administrative expenses and a decrease in compensation,
including stock-based compensation, of $8.2 million.

The Administrative segment’s Other general expense — net increased $18.9 million
primarily due to an increase of $17.8 million in provisions for
environmental-related matters.

    8.

    Comment:  You provide a discussion of administrative expenses not included 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 being included in this discussion. Please clarify as necessary.

    Response: In future filings, the Registrant will clarify its explanation of changes in
administrative expenses included in the Administrative Segment. Refer to item 7 above for the
revised disclosure of the Administrative Segment administrative expenses and which line item(s)
are being included in this discussion.

The Sherwin-Williams Company 101 West  Prospect Avenue, Cleveland, Ohio 44115

Mr. Rufus Decker

May 12, 2010

Page 6

Financial Statements

Consolidated Balance Sheets, page 41

    9.

    Comment: The other accruals line item represents approximately 31% of your total current liabilities
at December 31, 2009. If applicable, please separately present
on the face of the balance sheet 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.

    Response: None of the individual items or groups of items in other accruals is in
excess of 5% of total current liabilities, and therefore, none of the individual items or groups
of items is required to be presented separately on the balance sheet. In future filings, the
Registrant will continue to ensure that all significant amounts are reported as separate line
items in accordance with Rule 5-02.20 of Regulation S-X.

Statements of Consolidated Cash Flows, page 42

    10.

    Comment: 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.

    Response: The Registrant acknowledges the Staff’s
comment, and in future filings proceeds received from long-term debt and repayments of long-term debt will be presented on a
gross basis in accordance with ASC 230-10-45-26.

Note 1 — Significant Accounting Policies

Property, Plant and Equipment, page 46

    11.

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