8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 25, 2007

The Sherwin-Williams Company
(Exact Name of Registrant as Specified in Charter)

Ohio (State or Other Jurisdiction of Incorporation)	1-04851 (Commission File Number)	34-0526850 (IRS Employer Identification No.)
	101 Prospect Avenue, N.W. Cleveland, Ohio (Address of Principal Executive Offices)	44115 (Zip Code)

(216) 566-2000
(Registrant’s telephone number, including area code)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

     On September 25, 2007, The Sherwin-Williams Company (“Sherwin-Williams”) entered into Five Year Credit Agreement Amendment No. 2 (the “Amendment No. 2”) with Citicorp USA, Inc. (“CUSA”), as administrative agent and issuing bank, the Lenders from time to time party thereto, and The Bank of New York (“BONY”), as paying agent. Amendment No. 2 amends the Five Year Credit Agreement (the “Credit Agreement”), dated as of August 28, 2007, as amended by the Five Year Credit Agreement Amendment No. 1, dated as of September 17, 2007, among Sherwin-Williams, CUSA, as administrative agent and issuing bank, the Lenders from time to time party thereto, and BONY, as paying agent. The primary purpose of Amendment No. 2 is to increase the amount available for borrowing and obtaining the issuance, renewal, extension and increase of a letter of credit by $100 million up to an aggregate availability of $250 million.

     No borrowings have been made, and no letter of credit has been issued, under the Credit Agreement.

     The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 2, a copy of which is filed as Exhibit 4 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

          The following exhibit is filed with this report:

Exhibit No.	Exhibit Description
4	Five Year Credit Agreement Amendment No. 2, dated as of September 25, 2007, by and among The Sherwin-Williams Company, Citicorp USA, Inc., as administrative agent and issuing bank, the Lenders from time to time party thereto, and The Bank of New York, as paying agent (filed herewith).

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE SHERWIN-WILLIAMS COMPANY
September 25, 2007	By:	/s/ L.E. Stellato
		L.E. Stellato Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Exhibit Description
4	Five Year Credit Agreement Amendment No. 2, dated as of September 25, 2007, by and among The Sherwin-Williams Company, Citicorp USA, Inc., as administrative agent and issuing bank, the Lenders from time to time party thereto, and The Bank of New York, as paying agent (filed herewith).

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EX-4

EXHIBIT 4

FIVE YEAR CREDIT AGREEMENT
AMENDMENT NO. 2

Dated as of September 25, 2007

To the Lenders parties to the Credit Agreement
and the Administrative Agent and Issuing Bank referred to below

Ladies and Gentlemen:

     Reference is made to the Five Year Credit Agreement, dated as of August 28, 2007, as amended by the Five Year Credit Agreement Amendment No. 1, dated as of September 17, 2007 (as further amended, modified or supplemented as of the date hereof, the “Credit Agreement”), among The Sherwin-Williams Company, an Ohio corporation (the “Company”), the Lenders party thereto (the “Lenders”), Citicorp USA, Inc. (“CUSA”), as Administrative Agent (in such capacity the “Administrative Agent”), CUSA, as Issuing Bank (in such capacity, the “Issuing Bank”), and The Bank of New York, as Paying Agent (the “Paying Agent”). Capitalized terms used herein and not otherwise defined herein have the meanings given such terms in the Credit Agreement.

     The Company hereby requests that the Credit Agreement be amended as provided below.

     Section 1. Credit Agreement Amendment. The parties agree that, subject to the satisfaction of the conditions precedent to effectiveness set forth below:

     (i) The paragraph immediately following the preamble of the Credit Agreement is hereby amended by deleting the reference to “$150,000,000” therein and substituting “$250,000,000” therefor.

     (ii) The Credit Agreement is hereby amended by deleting Schedule 2.01 and substituting therefore Schedule 2.01 attached hereto.

     Section 2. Conditions to Effectiveness. Section 1 of this amendment (this “Amendment”) shall be effective (the “Effective Date”) as of the date hereof when and if:

     (i) the Company and each Lender shall have executed and delivered to the Administrative Agent executed counterparts of this Amendment;

     (ii) the Administrative Agent shall have received one or more counterparts of an amendment to the Fee Letter, dated as of September 25, 2007 (the “Fee Letter Amendment”), duly executed by the Company and CUSA;

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     (iii) the Administrative Agent shall have received documents and certificates relating to (a) the organization, existence and good standing of the Company, (b) the authorization of the execution, delivery and performance by the Company of this Amendment, the Fee Letter Amendment, the borrowing of Loans under the Credit Agreement, as amended hereby, and the issuance and modification of the Letter of Credit for the account of the Company under the Credit Agreement, as amended hereby, (c) the incumbency of the persons executing this Amendment and the Fee Letter Amendment on behalf of the Company and (d) any other legal matters relating to the Company, this Amendment, the Fee Letter Amendment or other transactions reasonably requested by the Administrative Agent or the Lenders, all in form and substance satisfactory to the Administrative Agent;

     (iv) the Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) L.E. Stellato, Vice President, General Counsel and Secretary of the Company, in form and substance reasonably satisfactory to the Administrative Agent, and (ii) Jones Day, in form and substance reasonably satisfactory to the Administrative Agent; and

     (v) the representations and warranties of the Company set forth in Section 3 below shall be true and correct on and as of the Effective Date as though made on and as of such date.

     Section 3. Representations and Warranties. The Company represents and warrants that (i) the representations and warranties contained in Article III of the Credit Agreement, as amended hereby (with each reference therein to “this Agreement”, “hereunder” and words of like import referring to the Credit Agreement being deemed to be a reference to this Amendment and the Credit Agreement, as amended hereby, and to the Fee Letter Amendment and the Fee Letter, as amended by the Fee Letter Amendment), are true and correct in all material respects on and as of the date hereof as though made on and as of such date, and (ii) no event has occurred and is continuing, or would result from the execution and delivery of this Amendment or the Fee Letter Amendment, that constitutes a Default.

     Section 4. Effect on the Credit Agreement. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the Credit Agreement, or constitute a waiver of any provision of the Credit Agreement. Except as expressly amended above, the Credit Agreement is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. This Amendment shall be binding on the parties hereto and their respective successors and permitted assigns under the Credit Agreement.

     Section 5. Costs, Expenses and Taxes. The Company agrees to pay on demand all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment and any other instruments and documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto, and all reasonable costs and expenses (including, without limitation, counsel fees and expenses), if any, in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this

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Amendment or such other instruments and documents. In addition but subject to the terms and conditions of the Credit Agreement, the Company agrees to pay any and all stamp and other taxes payable or determined to be payable in connection with the execution and delivery of this Amendment and any other instruments and documents to be delivered hereunder, and agrees jointly and severally to save the Lenders and the Administrative Agent harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes.

     Section 6. Miscellaneous. This Amendment shall constitute a Loan Document and shall be subject to the provisions of Article IX of the Credit Agreement, each of which is incorporated by reference herein, mutatis mutandi.

     If you consent and agree to the foregoing, please evidence such consent and agreement by (i) executing and returning a counterpart to this Amendment by facsimile to Sarah Norris (fax no. 212-556-2222) and (ii) executing and returning six original counterparts to this Amendment by overnight mail to King & Spalding LLP, 1185 Avenue of the Americas, New York, New York 10036, Attention: Sarah Norris, no later than 5:00 p.m., New York City time, on September 25, 2007.

[Remainder of page intentionally left blank.]

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Very truly yours,
THE SHERWIN-WILLIAMS COMPANY
By	/s/
	Name:
	Title:

Sherwin IV — Credit Agreement Amendment No. 2

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The undersigned hereby consent
and agree to the foregoing:

CITICORP USA, INC.,
individually, as Administrative Agent
and as Lender

By  /s/                                                            
Name:
Title:

THE BANK OF NEW YORK,
as Paying Agent

By  /s/                                                            

Name:
Title:

Sherwin IV — Credit Agreement Amendment No. 2

Schedule 2.01
Commitments

A. During the period from and including the date of the Credit Agreement to but excluding September 17, 2007.

Lender	Commitment
Citicorp USA, Inc.	$	50,000,000
Total	$	50,000,000

B. During the period from and including September 17, 2007 to but excluding September 25, 2007.

Lender	Commitment
Citicorp USA, Inc.	$	150,000,000
Total	$	150,000,000

C. During the period from and including September 25, 2007 to but excluding the Maturity Date.^*

Lender	Commitment
Citicorp USA, Inc.	$	250,000,000
Total	$	250,000,000

* As such Commitment may be reduced from time to time or terminated in accordance with the terms of the Credit Agreement.