-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 Euk+V73UxLLJQWe8+EtJa6ROMf1/bSUg6eDh6UKk9IG8fYgVYr0X1I93vwMNDRXx
 3F59yqzQeT6ZEU8KeA5jmw==

<SEC-DOCUMENT>0000950152-02-002117.txt : 20020415
<SEC-HEADER>0000950152-02-002117.hdr.sgml : 20020415
ACCESSION NUMBER:		0000950152-02-002117
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20020321
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20020322

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SHERWIN WILLIAMS CO
		CENTRAL INDEX KEY:			0000089800
		STANDARD INDUSTRIAL CLASSIFICATION:	PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODUCTS [2851]
		IRS NUMBER:				340526850
		STATE OF INCORPORATION:			OH
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-04851
		FILM NUMBER:		02582072

	BUSINESS ADDRESS:	
		STREET 1:		101 PROSPECT AVE NW
		CITY:			CLEVELAND
		STATE:			OH
		ZIP:			44115
		BUSINESS PHONE:		2165662200
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>l93437ae8-k.txt
<DESCRIPTION>THE SHERWIN-WILLIAMS COMPANY   FORM 8-K
<TEXT>
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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):  March 21, 2002
                                                   --------------


                          THE SHERWIN-WILLIAMS COMPANY
- --------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)


         Ohio                       1-4851                     34-0526850
- ----------------------      ---------------------         -------------------
   (State or other             (Commission File             (IRS Employer
   jurisdiction of                  Number)               Identification No.)
   incorporation)


                101 Prospect Avenue, N.W., Cleveland, Ohio 44115
                -------------------------------------------------
               (Address of principal executive offices) (zip code)


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


<PAGE>

Item 5: Other Events.
        ------------

         On March 21, 2002, The Sherwin-Williams Company issued a press release
regarding its earnings expectations for the first quarter of 2002 and the full
year 2002. The press release is attached hereto as Exhibit 99 and is
incorporated herein by reference.

Item 7: Financial Statements, Pro Forma Financial Information and Exhibits.
        ------------------------------------------------------------------

(c)      Exhibits

         Exhibit No.       Exhibit Description
         -----------       -------------------
         99                Press Release of Sherwin-Williams dated March 21,
                           2002.


                                   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


March 22, 2002                   By:  /s/ L. E. Stellato
                                      ------------------------------------
                                       L.E. Stellato
                                       Vice President, General Counsel and
                                       Secretary

                                  EXHIBIT INDEX
                                  -------------

   EXHIBIT NO.    EXHIBIT DESCRIPTION
   -----------    -------------------

         99       Press Release of Sherwin-Williams dated March 21, 2002.



                                       2


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>l93437aex99.txt
<DESCRIPTION>EXHIBIT 99
<TEXT>
<PAGE>




                                                                      EXHIBIT 99

[LOGO]                                      FOR IMMEDIATE RELEASE
                                            CONTACT:  CONWAY G. IVY
                                            SENIOR VICE PRESIDENT, CORPORATE
                                            PLANNING AND DEVELOPMENT
                                            216-566-2102

                                      NEWS:
- --------------------------------------------------------------------------------
            The Sherwin-Williams Company - 101 Prospect Avenue, N.W.,
                     Cleveland, Ohio 44115 - (216) 566-2140

CLEVELAND, OHIO, March 21, 2002 - The Sherwin-Williams Company (NYSE: SHW) is
updating its expectations for the first quarter and reaffirming its annual
expectations for 2002 which were previously announced on February 7, 2002.

As anticipated, sales for the quarter are expected to be flat to slightly down
compared to the first quarter of 2001. However, anticipated gross margin
improvement and better than expected expense control is expected to result in
diluted net income per common share for the first quarter of 2002 in the range
of $.20 to $.23 per share. The February expectation for the first quarter of
2002 was $.18 to $.23 per share. First Call currently reports a range of $.19 to
$.24 per share for the first quarter, with consensus at $.21 per share.

Annual sales for 2002 are expected to be flat to up slightly over 2001. With
annual sales at that level, diluted net income per common share for 2002 is
anticipated to be within the range of $1.88 to $2.03 per share. These
expectations are the same as those provided on February 7, 2002.

Diluted net income per common share was $.23 per share in the first quarter of
2001 and $1.68 per share for the year. Adding back goodwill amortization to 2001
net income to be comparable with the new accounting standard effective in 2002,
diluted net income per common share would have been $.27 per share in the first
quarter 2001 and $1.83 per share for the year.

The Sherwin-Williams Company, founded in 1866, is one of the world's leading
companies engaged in the manufacture, distribution and sale of coatings and
related products to professional, industrial, commercial and retail customers.

                                      # # #

- ------------------------------------------------------------------------------
This press release contains certain "forward-looking statements" with respect to
sales, earnings and other matters. These forward-looking statements are based
upon management's expectations and beliefs concerning future events.
Forward-looking statements are necessarily subject to risks, uncertainties and
other factors, many of which are outside the control of the Company, that could
cause actual results to differ materially from such statements. These risks,
uncertainties and other factors include such things as: general business
conditions, strengths of retail economies and the growth in the coatings
industry; changes in the Company's relationships with customers and suppliers;
raw material pricing; unusual weather conditions; and other risks and
uncertainties described from time to time in the Company's reports filed with
the Securities and Exchange Commission. Any forward-looking statement speaks
only as of the date on which such statement is made, and the Company undertakes
no obligation to update any forward-looking statement, whether as a result of
new information, future events or otherwise.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
