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): February 22, 2008

The Sherwin-Williams Company

(Exact Name of Registrant as Specified in Charter)

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

(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 February 22, 2008, The Sherwin-Williams Company (“Sherwin-Williams”) entered into Amendment No. 6 to Loan and Servicing Agreement (the “Amendment”) among SWC Receivables Funding LLC (“SWC”), as Borrower, Sherwin-Williams, as Servicer, CIESCO, LLC (“CIESCO”), as a Conduit Lender, Citibank, N.A. (“Citibank”), as a Committed Lender, and Citicorp North America, Inc. (“CNAI”), as a Managing Agent and as Program Agent. The Amendment amends the Loan and Servicing Agreement (the “Servicing Agreement”), dated as of February 1, 2006, as amended, between SWC, Sherwin-Williams, CIESCO, Citibank, CNAI and the financial institutions party thereto. The primary purpose of the Amendment is to extend the commitment termination date to February 20, 2009.

     There are currently no borrowings outstanding under the Servicing Agreement.

     The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, 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	Amendment No. 6 to Loan and Servicing Agreement, dated as of February 22, 2008, among SWC Receivables Funding LLC, The Sherwin-Williams Company, CIESCO, LLC, Citibank, N.A. and Citicorp North America, Inc. (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
February 26, 2008		By:	/s/ L.E. Stellato
			L.E. Stellato
			Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.	Exhibit Description
4	Amendment No. 6 to Loan and Servicing Agreement, dated as of February 22, 2008, among SWC Receivables Funding LLC, The Sherwin-Williams Company, CIESCO, LLC, Citibank, N.A. and Citicorp North America, Inc. (filed herewith).

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EX-4

EXHIBIT 4

AMENDMENT NO. 6 TO LOAN AND SERVICING AGREEMENT

          This AMENDMENT NO. 6 (the “Amendment”) dated as of February 22, 2008 is by and among SWC Receivables Funding LLC (the “Borrower”), The Sherwin-Williams Company (the “Servicer”), CIESCO, LLC (“Ciesco”), as a Conduit Lender, Citibank, N.A. (“Citibank”), as a Committed Lender, and Citicorp North America, Inc. (“CNAI”), as a Managing Agent and as Program Agent.

          PRELIMINARY STATEMENTS:

          (1) The Borrower, Servicer, Ciesco, Citibank and CNAI are parties to a Loan and Servicing Agreement, dated as of February 1, 2006 (as amended, supplemented or otherwise modified previously and from time to time hereafter, the “Agreement”); capitalized terms defined therein being used herein as therein defined unless otherwise defined herein.

          (2) In consideration of the mutual agreements contained herein, and for other valuable consideration, receipt of which is hereby acknowledged, the parties hereto have agreed to amend the Agreement as set forth herein.

          NOW, THEREFORE, the parties hereto agree as follows:

          SECTION 1.Extension Amendment and Waiver.

     1.1 Pursuant to Section 2.01(c) of the Agreement, the Borrower hereby requests the Committed Lender to extend the date set forth in clause (i) of the definition of “Scheduled Termination Date” (the “Commitment Termination Date”) to February 20, 2009. By its signature below, the Committed Lender consents to such extension effective as of the date hereof. By their signatures below, the Conduit Lender, the Committed Lender and CNAI as a Managing Agent and as Program Agent each hereby waive (i) the requirement set forth in clause (iv) of Section 2.01(c) that such request for an extension must be given at least sixty (60) days prior to the current Commitment Termination Date and (ii) the limitation set forth in Section 2.01(c) that Borrower may, no more frequently than once each year, request to extend the Commitment Termination Date.

          SECTION 2. Conditions of Effectiveness. This Amendment shall become effective as of the date hereof upon receipt by CNAI of (i) the counterparts of this Amendment duly executed by each of the parties hereto and (ii) the counterparts of the amended and restated Fee Letter duly executed by each of CNAI and the Borrower.

          SECTION 3. Representations and Warranties of the Borrower and the Servicer. Each of the Borrower and the Servicer represents and warrants as to itself as follows:

     (a) No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery

and performance by such Person of this Amendment or the performance by such Person of the Agreement as amended by this Amendment;

     (b) This Amendment and the Agreement, as amended by this Amendment, constitute legal, valid and binding obligations of such Person enforceable against such Person in accordance with their terms;

     (c) Upon the effectiveness of this Amendment, such Person hereby reaffirms all covenants, representations and warranties made by it in the Agreement, as amended, and agrees that all such covenants, representations and warranties shall be deemed to have been re-made as of the effective date of this Amendment; and

     (d) Upon the effectiveness of this Amendment, no Event of Termination, and no Incipient Event of Termination shall have occurred and is continuing.

          SECTION 4. Reference to and the Effect on the Agreement. (a) On and after the effective date of this Amendment, each reference in the Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Agreement, and each reference to the Agreement in any Facility Document or any other document, instrument or certificate delivered in connection with any of the foregoing, shall mean and be a reference to the Agreement as amended hereby.

          (b) Except as specifically amended above, the Agreement is and shall continue to be in full force and effect and is hereby ratified and confirmed.

          SECTION 5. Costs, Expenses and Taxes. The Borrower agrees to pay on demand all reasonable costs and expenses of the Program Agent, the Managing Agents and the Lenders in connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Program Agent, the Managing Agents and the Lenders with respect thereto and with respect to advising the Program Agent, the Managing Agents and the Lenders as to its rights and responsibilities hereunder and thereunder.

          SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

          SECTION 7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

[Remainder of page intentionally left blank.]

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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

SWC RECEIVABLES FUNDING LLC, as the Borrower
By:	/s/
	Name:	Sean P. Hennessy
	Title:	President
THE SHERWIN-WILLIAMS COMPANY, as Servicer
By:	/s/
	Name:	Cynthia D. Brogan
	Title:	Vice President and Treasurer

CITICORP NORTH AMERICA, INC., as a Managing Agent and as Program Agent
By:	/s/
	Name:
	Title:
CIESCO, LLC, as a Conduit Lender
By:	Citicorp North America, Inc., as Attorney-in-Fact
By:	/s/
	Name:
	Title:
CITIBANK, N.A., as a Committed Lender
By:	/s/
	Name:
	Title: