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THE
VALSPAR CORPORATION

1101 Third Street South

Minneapolis, MN 55415

December 29, 2005

Via EDGAR

Mr. Craig Slivka

Staff Attorney

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-0404

    RE:

    The Valspar Corporation (the “Company”)

    Form S-4, as amended

    Filed September 30, 2005 and amended November 16, 2006

    File No. 333-128753

Dear Mr. Slivka:

This letter responds on behalf of the Company to the comment letter from Ms. Pamela A. Long to Mr.
Rolf Engh dated December 8, 2005 with respect to the filing listed above. Included below are the
staff’s comments and the corresponding responses of the Company. Prior to effectiveness of the
registration statement, we will file a further amendment that reflects our responses to comments 1
and 2 below.

Prospectus Summary, page 1

    1.

    We note your response to comment 8 of our October 28, 2005 letter; however, please disclose
this response in the prospectus.

The Prospectus Summary section of the final prospectus in the Form S-4 will include our explanation
of the basis on which the Company believes it is a leading coatings company. We will include the
same explanation in the “Business — Overview” section of our Form 10-K for the year ended October
28, 2005.

Selected Consolidated Financial Data, page 14

    2.

    We note your response to prior comment 20. To the extent you continue to highlight the
impact of certain charges in future earnings releases or Financial Data, please confirm to us
that you will also highlight subsequent reversals and changes in estimates related to those
charges. We do not believe disclosing them in MD&A is sufficient.

Mr. Craig Slivka

December 29, 2005

Page 2

We confirm that to the extent we highlight the impact of certain charges in future earnings
releases or financial data we will highlight subsequent reversals and changes in estimate related
to those charges. In the registration statement under “Selected Consolidated Financial Data”, we
will remove footnote (A) regarding furniture protection plan charges.

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

MD&A, Operations

    3.

    Based on your response to prior comment 24, we assume you concluded that an additional
material loss related to these contingencies is not reasonably possible. Please confirm your
conclusion on a supplemental basis and clarify it in future filings. Alternatively, if you
believe an additional material loss is reasonably possible, please provide all the disclosures
required by SFAS 5 and SAB 5:Y.

Your
assumption is correct - we confirm we have concluded that an additional material loss relating
to these contingencies is not reasonably possible. The staff of the Division of Corporation
Finance made a similar comment in its review of the Company’s Form 10-K for the fiscal year ended
October 25, 2002 and Form 10-Q for the period ended July 25, 2003. As a result, since that date,
the language in MD&A — Financial Condition, as well as the language in Note 1 — Significant
Accounting Policies, has stated that “management believes there is not a reasonable possibility” of
a material loss or effect on the Company’s financial condition or results of operations.

    4.

    Please ensure that, in future filings, MD&A includes a quantified and comprehensive
discussion of the impact of price increase and raw material cost increases on gross profits as
well as a discussion of future expectations regarding trends in sales prices and raw material
costs as required by Item 303 of Regulation S-K.

To the extent objectively supportable, we will include in MD&A a quantified and comprehensive
discussion of the impact of price increases and raw material cost increases on gross profits. We
are including the following disclosure in the Overview — Internal Business Performance section of
MD&A of our 2005 Annual Report:

    “The Company’s overall raw material costs have increased by more than 20% over the
past twenty-four months, and the Company increased prices across most product lines
in an effort to recover raw material cost increases. The discrete impact of price
increases on net sales is not apparent, as product mix changes from period to
period, partly in response to price increases and partly in response to factors
unrelated to price increases. The Company does provide information regarding
changes in price/mix and the primary drivers of changes in price/mix. The primary
categories of raw materials purchased by the Company are pigments, resins, solvents
and additives. The Company expects costs for many raw materials to continue to
increase in 2006, and the Company expects to raise prices in an effort to recover
continuing raw material cost increases.”

Mr. Craig Slivka

December 29, 2005

Page 3

With regard to a discussion of future expectations regarding trends in sales prices and raw
material costs, predicting such changes in sales prices and raw materials costs, particularly over
the past 24 months, has proven difficult. In the absence of objective support for our predictions
or expectations, we believe it is appropriate to exercise caution in disclosure, as we do not want
investors to place undue weight on predictions that are not supported with objective data. The
language above reflects that caution, but we believe it provides the reader with useful information
about management’s expectations.

    5.

    The EBIT results for your “other” segment have had a significant impact on your consolidated
results of operations. We believe that the underlying reasons for these results are not
adequately discussed in MD&A, either on an overall or financial statement line basis. Please
revise as appropriate.

In response to your comment, in our 2005 Annual Report in the MD&A section, we are adding a
paragraph to “Operations 2005 vs. 2004” and a paragraph to “Operations 2004 vs. 2003” to describe
how EBIT of the Company as a whole was affected by changes in businesses included in the “All
Other” category during the relevant year. Please see below.

    Operations 2005 vs. 2004:

    “EBIT of the Company was flat compared to the prior year at $270,242,000. EBIT as a
percent of net sales decreased to 10.0% in 2005 compared to 11.1% in 2004. The
decline in EBIT as a percent of net sales is due to declines in the Paints and
Coatings segments, offset by improvements in each of the product lines included in
All Other.”

    Operations 2004 vs. 2003:

    “EBIT of the Company increased 18.8% from the prior year to $269,936,000. EBIT as a
percent of net sales increased to 11.1% in 2004 compared to 10.1% in 2003. The
increase in EBIT as a percent of net sales is due to lower claims expense in the
furniture protection plans business (included in All Other), partially offset by
decreases in the Paints and Coatings segments. The improved claims experience in
the furniture protection plan business resulted from strategic initiatives and
operational changes implemented in 2004, generating a claims liability reduction of
$6,898,000 in 2004 compared to a charge of $24,500,000 in 2003.”

    6.

    In regard to your response to prior comment 27, please provide us the following additional
information:

    •

    Help us understand the specific facts and circumstances that occurred in 2003 that
resulted in the increase in expected claim expenses;

    •

    The amount you accrued above that recommended in the actuarial report;

    •

    Help us understand the specific facts and circumstances that occurred in 2004 that
resulted in claim expenses being substantially less than your initial estimate;

Mr. Craig Slivka

December 29, 2005

Page 4

    •

    Provide us additional information regarding the specific nature of the unamortized
acquisition costs;

    •

    Help us understand how paragraph 5 of FTB 90-1 supports your classification of the
charge you recorded between cost of sales and selling and administrative expenses;

    •

    The impact of these plans on your results of operations during each period presented and

    •

    Help us understand how you determined your maximum exposure to these plans.

The Company is submitting a separate letter in response to this comment. Confidential treatment of
that letter is being requested, and that letter is being filed separately on the date hereof
pursuant to Rule 83 of the SEC’s Rules of Practice.

    7.

    We reviewed your response to prior comment 27. Please, disclose, under critical accounting
policies, the specific factors that lead to the charge for furniture claims, the significant
assumptions underlying the amount you recorded, the specific factors that resulted in the
partial reversal, and the significant assumptions underlying the amount you reversed. In
addition, please also disclose the changes you have made to your claims processing procedures,
the expected impact of those changes and the magnitude of your potential obligations under
these plans.

We will include the following language relating to furniture protection plans in MD&A, under
“Critical Accounting Policies and Estimates”, in our 2005 Annual Report:

    “Revenue Recognition

Other than extended furniture protection plans, revenue from sales is recognized
upon product shipment and passage of title to the customer. Discounts provided to
customers at the point of sale are recognized as a reduction in revenue as the
products are sold. The Company sells extended furniture protection plans for which
revenue is deferred and recognized over the life of the contract. Historical claims
data is used to forecast claim payments over the contract period and revenue is
recognized based on the forecasted claims payments. Actual claims costs are
reflected in earnings in the period incurred. Anticipated losses on programs in
progress are charged to earnings when identified. An actuarial study is used to
forecast the stream of claim payments over the contract period, and revenue is
recognized based on this stream.

    In 2003, the Company recorded a pre-tax charge of $24,500,000 for its furniture
protection plans, based on the results of an actuarial study and the Company’s
claims experience in that year. During 2004, following a comprehensive review of
this business, the Company implemented a number of strategic initiatives and
operational changes, including changes in the terms of the plans and changes in the
Company’s claims administration policies. In late fiscal 2004 and in fiscal 2005,
based on the results of an actuarial study and further reviews of claims data, the
Company determined that it was appropriate to reverse $6,898,000 of the charge in
2004 and $8,000,000 of the charge in 2005 ($5,200,000 in gross profit margin and
$2,800,000 in operating expenses).”

Mr. Craig Slivka

December 29, 2005

Page 5

Consolidated Financial Statements

Note 1 — Significant Accounting Policies, Goodwill and Indefinite-Lived Intangible Assets

    8.

    In light of the materiality of goodwill and intangible assets to total assets and equity, we
do not believe that your proposed disclosures in response to prior comment 31 are adequate.
We believe that your disclosures under critical accounting policies should address and discuss
the material assumptions underlying your estimates and the potential impact of changes in your
estimates. Please revise. In addition, please confirm that you will appropriately revise
your accounting policies related to goodwill, definite-lived intangible assets and
indefinite-lived intangible assets in the notes to your financial statements.

In
response to your comment, the disclosure in the Annual Report in
MD&A under “Critical Accounting Policies and Estimates — Valuation of Long-Lived and Intangible
Assets and Goodwill” will be revised to read as follows, and our accounting policies related to
goodwill, definite-lived intangible assets and indefinite-lived intangible assets will be
appropriately revised:

    “Goodwill represents the excess of cost over the fair value of identifiable net
assets of businesses acquired. Other intangible assets consist of customer lists
and relationships, purchased technology and patents and trademarks.

    Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Intangible
Assets”, (Statement 142), requires that goodwill for each reporting unit be reviewed
for impairment at least annually. The Company has five reporting units at October
28, 2005 (See Note 14). The Company tests goodwill for impairment using the
two-step process prescribed in Statement 142. In the first step, the Company
compares the fair value of each reporting unit, as computed primarily by present
value cash flow calculations, to its book carrying value, including goodwill. If
the fair value exceeds the carrying value, no further work is required and no
impairment loss is recognized. If the carrying value exceeds the fair value, the
goodwill of the reporting unit is potentially impaired and the Company would then
complete step 2 in order the measure the impairment loss. In step 2, the Company
would calculate the implied fair value of goodwill by deducting the fair value of
all tangible and intangible net assets (including unrecognized intangible assets) of
the reporting unit (as determined in step 1). If the implied fair value of goodwill
is less than the carrying value of goodwill, the Company would recognize an
impairment loss equal to the difference.

    Management also reviews other intangible assets with finite lives for impairment at
least annually to determine if any adverse conditions exist that would indicate
impairment. If the carrying value of the finite lived intangible assets exceeds the
undiscounted cash flows resulting from the use and disposition of the asset, the
carrying value is written down to fair value in the period identified. Indefinite
lived intangible assets are reviewed at least annually for impairment by calculating
the fair value of the assets and comparing with their carrying value. In assessing
fair
value, management generally utilizes present value cash flow calculations using an
expected cash flow approach.

Mr. Craig Slivka

December 29, 2005

Page 6

    During the fourth quarters of 2005 and 2004, management completed its annual
goodwill and intangible asset impairment reviews with no impairments to the carrying
values identified.

    The discount rate and sales growth assumptions are the two material assumptions
utilized in the Company’s calculations of the present value cash flows used to
estimate the fair value of the reporting units when performing the annual goodwill
impairment test and in testing indefinite lived intangible assets for impairment.
The Company utilizes an expected cash flow approach in estimating the fair value of
the reporting units and indefinite lived intangible assets, where the discount rate
reflects a risk-free rate of interest and utilizes various probability-weighted
scenarios to estimate future revenue. The cash flow model we use to derive fair
value is most sensitive to the discount rate and sales growth assumptions used. The
estimated fair value of the reporting units and indefinite lived intangible assets
have historically exceeded the carrying value of such reporting unit or
indefinite-lived intangible asset by a substantial amount. The Company performs a
sensitivity analysis on the discount rate and revenue growth assumptions. Either
the discount rate could increase by 20% of the rate utilized or the sales growth
assumption could decline to a zero growth environment and the Company’s reporting
units and indefinite lived intangible assets would continue to have fair value in
excess of carrying value.”

    9.

    We also note in your proposed disclosures that you state you have two reporting units.
Please tell us what each reporting unit includes and how it was determined. Refer to
paragraph 30 of FAS 142. In