SecProbe.io

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Mail Stop 7010

									October 28, 2005

Rolf Engh, General Counsel
The Valspar Corporation
1101 Third Street South
Minneapolis, Minnesota 55415

Re:	The Valspar Corporation
	Form S-4
	Filed September 30, 2005
	File No. 333-128753

Dear Mr. Engh:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please 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 raise additional comments.

      Please understand that the purpose of our review 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 any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

General

1. Prior to effectiveness, please provide us with a supplemental
letter that you are registering the exchange offer in reliance on
the
staff`s position enunciated in the Exxon Capital Holdings
Corporation
(May 13, 1988), Sherman & Sterling (July 2, 1993) and Morgan
Stanley &
Co. Incorporated (June 5, 1991) no-action letters.  Also include
the
supplemental representations from Sherman & Sterling and Morgan
Stanley & Co. Incorporated.

2. Please confirm supplementally that the offer will be open for
at
least 20 full business days to ensure compliance with Rule 14e-
1(a).
Further, please confirm that the expiration date will be included
in
the final prospectus disseminated to security holders and filed
pursuant to the applicable provisions of Rule 424.

3. As currently represented, the offer could be open for less than
20
full business days due to the 5:00 p.m. expiration time instead of
an
expiration time of midnight on what ultimately may be the
twentieth
business day following commencement. See Question and Answer Eight
in
Exchange Act Release No. 16623 (March 5, 1980).  Please confirm
that
the offer will be open at least through midnight on the twentieth
business day.  See Rule 14d-1(g)(3).

4. Please file you`re your letter of transmittal with your next
amendment or as soon as possible.  Note that we need time to
review
and, if necessary, comment upon it.

5. Please file a legal opinion and the registration rights
agreement
as exhibits to the registration statement.

Cautionary Note Regarding Forward-Looking Statements, page vi

6. The safe harbor for forward-looking statements provided in the
Private Securities Litigation Reform Act of 1995 does not apply to
statements made in connection with a tender offer.  See Section
27A(b)(2)(C) of the Securities Act and Section 21E(b)(2)(C) of the
Exchange Act.  Therefore, please delete the reference to the safe
harbor or state explicitly that the safe harbor protections it
provides do not apply to statements made in connection with the
offer.

7. Please relocate this section to follow the Risk Factors.

Prospectus Summary, page 1

8. We note your statement that you are a leading global coatings
and
paint manufacturer and distributor.  Please specify the measure
upon
which you base this and other similar statements throughout your
prospectus.

Risk Factors, page 8

The industries in which we operate are highly competitive and some
of
our competitors may be larger and may have greater financial
resources
than we do, page 8

9. This risk factor appears generic and could apply to any issuer.
If
you elect to retain this and any other general risk factor in your
prospectus, you must clearly explain how they apply to your
industry,
company, or offering.

We derive a substantial portion of our revenues from foreign
markets,
which subjects us to additional business risks, page 9

10. In order to make this risk factor more currently relevant to
you,
please provide, if any, examples of how the bulleted points have
affected your operations.

Environmental laws and regulations could subject us to significant
future liabilities, page 10

11. This risk factor uses language like "there is no assurance."
Please delete this language; the real risk is not your inability
to
offer assurance, but the condition described.  If this risk factor
is
not currently material, please revise or delete as necessary.

Because a significant portion of our operations is conducted
through
our subsidiaries and joint ventures, our ability to service our
debt
is largely dependent...page 11

12. Please briefly elaborate on any of the specific restrictions
that
your subsidiaries and joint ventures have in making payments to
you.

Conditions, page 17

13. All offer conditions, except those related to the receipt of
government regulatory approvals necessary to consummate the offer,
must be satisfied or waived at or before the expiration of the
offer,
not merely before acceptance of the outstanding notes for
exchange.
Please revise the language in the introductory paragraph
accordingly.

14. We note that you may determine in your "sole discretion"
whether
certain offer conditions have occurred.  Please revise to include
an
objective standard for the determination of whether a condition
has
been satisfied.

Expiration Date; Extensions; Amendments, page 17

15. We note that you reserve the right to delay the exchange
offer.
Clarify in what circumstances you will delay acceptance and
confirm
that any such delay will be consistent with Rule 14e-1(c).  For
example, if you are referring to the right to delay acceptance
only
due to an extension of the exchange offer, so state.

16. Please advise us as to how oral notice of any extension is
reasonably calculated to reach registered holders of the
outstanding
notes or otherwise satisfies the requirements of Rule 14e-1(d).

Our Acceptance of Old Notes for Exchange, page 18

17. We note your statement that unaccepted or non-exchanged old
notes
will be returned without expense to the tendering holder "as
promptly
as practicable" after the expiration or termination of the
exchange
offer.  Rule 14e-1(c) requires that you return the old notes
"promptly" upon expiration or termination of the offer,
applicable.
Please revise here and throughout the prospectus, as necessary.

Other Fees and Expenses, page 21

18. Please confirm the $25,000 figure presented in this section.
We
note the SEC filing fee is $17,655.

Legal Matters, page 40

19. Please specify the legal matters that will be passed upon by
Rolf
Engh, Esq.

Selected Consolidated Financial Data, page 13

20. We note that you disclose the impact of an after-tax charge
for
furniture claims expense on furniture protection plans that you
recorded in FY 2003.  We also note that you highlighted and
disclosed
the impact of this FY 2003 charge in a Form 8-K you filed on
November
22, 2004 and in the Eleven Year Financial Summary in your FY 2004
Form
10-K.  It is not clear to us how and why you determined it is
appropriate to highlight and disclose the impact of the FY 2003
charge
without also highlighting and disclosing the impact of the partial
reversal of the charge in FY 2004.  It appears to us that the
partial
reversal of the charge represents over 14% of the total
improvement
and over 28% of the adjusted improvement in net income between FY
2003
and 2004.  Please revise the Form S-4 and please explain to us how
and
why you believe your prior filings were adequate.

Item 21. Exhibits, page II-2

21. Supplementally, please explain the purpose of exhibits 4(b)-
4(e).

Signatures, page II-4

22. Valspar`s principal executive officer, principal financial
officer, and its controller or principal accounting officer must
sign
the registration statement.  Please revise.

Form 10-K for the fiscal year ended October 29, 2004

General

23. To the extent applicable, please comply with the following
comments in your future annual and quarterly filings and provide
your
proposed disclosures on a supplemental basis.

24. Please tell us, with a view toward disclosure, the legal
actions
that are pending against the company related to personal injury,
product liability and environmental liabilities.  Please quantify
the
damages sought by the plaintiffs.

MD&A, Operations

25. Please quantify the impact of price increases on sales and the
impact of raw material cost increases on gross profits, including
the
primary raw material costs you are exposed to.  Please disclose
and
discuss management`s expectations regarding trends in sales prices
and
raw material costs.

26. For each period presented, please disclose and discuss the
reasons
for changes in EBIT of your other segment in MD&A.

27. We note your disclosures related to charges for furniture
claims
expense on furniture protection plans that you recorded in FY 2003
and
the partial reversal of the charges in FY 2004.  Please tell us
the
following additional information:
* The specific facts and circumstances related to the charges that
you
recorded in FY 2003, including how you determined the amount you
recorded;
* How and why you allocated the charges you recorded in FY 2003 to
cost of sales and selling and administrative expenses;
* The specific facts and circumstances related to the partial
reversal
that you recorded in FY 2004, including how you determined the
amount
you reversed;
* The specific terms and conditions of the furniture protection
plans
you sell;
* The gross amount of plans you sold during each period presented
and
the percentage you recognized as revenues during each period;
* The estimated amount of your maximum exposure to these plans as
of
the most recent balance sheet; and
* Based on the charge that you recorded in FY 2003 and the partial
reversal that you recorded in FY 2004, an explanation of how and
why
you believe that you have sufficient historical evidence of the
costs
of performing services under these contracts such that recognizing
revenues on the basis of estimated costs incurred is appropriate
and
complies with FTB 90-1.

28. We note your disclosure that other expense (income), net
includes
the loss on the sale of assets.  Please tell us the amount of any
such
losses and include them in income from operations as required by
paragraph 45 of SFAS 144.

MD&A, Financial Condition

29. To the extent receivables and inventories increase at a higher
rate than sales, disclose and discuss the additional reasons for
the
increases.

30. Revise the table of contractual obligations to also include
estimated obligations related to interest expense and employee
benefit
plans.

Consolidated Financial Statements
Note 1 - Significant Accounting Policies, Goodwill and Indefinite-
Lived Intangible Assets

31. We note that your impairment policies for goodwill and
indefinite-
lived intangible assets state that you compare their carrying
values
to undiscounted cash flows and, if applicable, measure impairment
by
comparing carrying values to fair values.  It is not clear to us
how
your disclosed policies comply with paragraphs 17 and 19-22 of
SFAS
142.  Please confirm to us that impairment analyses performed in
accordance with
paragraphs 17 and 19-22 of SFAS 142 would not result in any
changes to
the financial statements presented.  Please also confirm to us
that
you separately assess goodwill and each indefinite-lived
intangible
asset for impairment.  In addition, please ensure that your
disclosed
accounting policies comply with SFAS 142 and that your critical
accounting policies in MD&A fully address how you separately
assess
and determine the fair value of goodwill and each indefinite-lived
intangible asset.

Note 7 - Guarantees and Contractual Obligations

32. Please provide a roll-forward of warranty claims for each
period
you present a statement of income as required by FIN 45 (including
comparative interim periods).  In addition, revise the roll-
forward to
separately present accruals related to warranties issued during
the
reporting period and accruals related to preexisting warranties
(including adjustments related to changes in estimates) as
required by
paragraph 14.b. of FIN 45.

Note 8 - Goodwill and Other Intangible Assets

33. Please provide a roll-forward of goodwill for each period you
present a balance sheet by reportable segment as required by
paragraph
45 of SFAS 142.

34. Based on your reference to independent appraisals, it appears
to
us that you should identify these experts and provide their
consents.

Note 14 - Segment Information

35. In regard to your segment disclosures:
* Please tell us and disclose if you aggregate operating segments
within your reportable segments;
* If you do, please provide us an update of how you have
considered
the aggregation criteria in paragraph 17 of FAS 131 in determining
that it is appropriate to combine these operating segments into
one
reporting segment; and
* Please confirm that none of the revenue producing operations
included in All Other exceed 10% of total revenues.
Form 10-Q for the Three Months Ended July 29, 2005
Item 2. Management`s Discussion and Analysis, page 14

36. Please tell us how you are accounting for the planned closure
of
your manufacturing facilities.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision.  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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness 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 advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement