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<SEC-DOCUMENT>0000950152-03-005433.txt : 20030514
<SEC-HEADER>0000950152-03-005433.hdr.sgml : 20030514
<ACCEPTANCE-DATETIME>20030514092738
ACCESSION NUMBER:		0000950152-03-005433
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20030514
EFFECTIVENESS DATE:		20030514

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:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-105211
		FILM NUMBER:		03696977

	BUSINESS ADDRESS:	
		STREET 1:		101 PROSPECT AVE NW
		CITY:			CLEVELAND
		STATE:			OH
		ZIP:			44115
		BUSINESS PHONE:		2165662200
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>l00986asv8.txt
<DESCRIPTION>THE SHERWIN-WILLIAMS COMPANY      S-8
<TEXT>
<PAGE>

      As filed with the Securities and Exchange Commission on May 14, 2003

                                                     Registration No. 333-
     =====================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 ---------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 ---------------

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

                                 ---------------
<TABLE>
<S>                                                                            <C>
                           OHIO                                                               34-0526850
(State or other jurisdiction of incorporation or organization)                 (I.R.S. Employer Identification No.)
</TABLE>

                            101 PROSPECT AVENUE, N.W.
                              CLEVELAND, OHIO 44115
          (Address, including zip code, of principal executive offices)


                          THE SHERWIN-WILLIAMS COMPANY
                    EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN
                            (Full title of the plan)

                                  L.E. STELLATO
                  VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                          THE SHERWIN-WILLIAMS COMPANY
                            101 PROSPECT AVENUE, N.W.
                              CLEVELAND, OHIO 44115
                                 (216) 566-2000
 (Name, address and telephone number, including area code, of agent for service)


<TABLE>
<CAPTION>
                                        CALCULATION OF REGISTRATION FEE

==========================================================================================================================
                                                      Proposed maximum          Proposed maximum
Title of securities to          Amount to be           offering price          aggregate offering           Amount of
     be Registered            Registered (1,2)          per share (3)               price (3)            registration fee
- ------------------------ ----------------------- ------------------------ -------------------------- ---------------------

<S>                          <C>                   <C>                            <C>                  <C>
  Common Stock, $1.00
  par value per share (4)    12,000,000 shares             $27.43                 $329,160,000               $26,629
==========================================================================================================================
</TABLE>

<PAGE>

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

(2) In addition, pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement also covers an indeterminate number of additional shares
as may be issuable as a result of the anti-dilution provisions of the employee
benefit plan described herein.

(3) This amount is estimated in accordance with Rule 457 solely for the purpose
of calculating the registration fee based upon the average of the high and low
prices of our Common Stock as reported on the New York Stock Exchange on May 8,
2003.

(4) Shares of our Common Stock are accompanied by rights to purchase our
Cumulative Redeemable Serial Preferred Stock issued pursuant to a Rights
Agreement, dated as of April 23, 1997. Until the occurrence of certain
prescribed events, none of which has occurred, these rights are not exercisable,
are evidenced by the certificates representing our Common Stock, and will be
transferred only with our Common Stock.

===============================================================================
<PAGE>


                        REGISTRATION OF ADDITIONAL SHARES

         Pursuant to General Instruction E of Form S-8, this Registration
Statement registers an additional 12,000,000 shares of the Registrant's Common
Stock, par value $1.00, to be available for purchase under The Sherwin-Williams
Company Employee Stock Purchase and Savings Plan ("Plan"). The Registrant
previously registered shares of its Common Stock for purchase under the Plan on
Post-Effective Amendment Number 5 to Registration Statement Number 2-80510,
filed on Form S-8, and Registration Statement Number 33-62229, filed on Form
S-8. The contents of such registration statements, including all exhibits
thereto, are incorporated by reference in this Registration Statement.


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.  EXHIBITS.

         The exhibits to this Registration Statement are listed in the Exhibit
Index on page 4, which information is incorporated herein by reference.


                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cleveland, State of Ohio, on May 14, 2003.

                                  The Sherwin-Williams Company

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


         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.


* C. M. CONNOR                           Chairman and Chief Executive Officer,
- --------------------------------------   Director (Principal Executive Officer)
C. M. Connor

                                       1
<PAGE>

* J. M. SCAMINACE                        President and Chief Operating Officer,
- --------------------------------------   Director
J. M. Scaminace

* S. P. HENNESSY                         Senior Vice President -- Finance
- --------------------------------------   and Chief Financial Officer
S. P. Hennessy                           (Principal Financial Officer)

* J. L. AULT                             Vice President -- Corporate Controller
- --------------------------------------   (Principal Accounting Officer)
J. L. Ault

* J. C. BOLAND                           Director
- --------------------------------------
J. C. Boland

* J. G. BREEN                            Director
- --------------------------------------
J. G. Breen

* D. E. COLLINS                          Director
- --------------------------------------
D. E. Collins

* D. E. EVANS                            Director
- --------------------------------------
D. E. Evans

* S. J. KROPF                            Director
- --------------------------------------
S. J. Kropf

* R. W. MAHONEY                          Director
- --------------------------------------
R. W. Mahoney

* G. E. MCCULLOUGH                       Director
- --------------------------------------
G. E. McCullough

* A. M. MIXON, III                       Director
- --------------------------------------
A. M. Mixon, III

                                       2
<PAGE>

* C. E. MOLL                             Director
- --------------------------------------
C. E. Moll

* R. K. SMUCKER                          Director
- --------------------------------------
R. K. Smucker


* The undersigned, by signing his name hereto, does hereby sign this
Registration Statement on behalf of each of the above-named officers and
directors of the Registrant pursuant to powers of attorney executed by each
such officer and director and filed herewith.


By:  /s/ L.E. Stellato                                 May 14, 2003
     ----------------------------------------
     L. E. Stellato, Attorney-in-fact


         The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio,
on May 14, 2003.

                    The Sherwin-Williams Company Employee Stock
                    Purchase and Savings Plan, by The
                    Sherwin-Williams Company Employee Stock Purchase
                    and Savings Plan Administration Committee as
                    named fiduciary and not in its individual
                    capacity


                    By:      /s/ L.E. Stellato
                             ---------------------------------------
                             L.E. Stellato,
                             Member of The Sherwin-Williams
                             Company Employee Stock Purchase and Savings Plan
                             Administration Committee

                                       3
<PAGE>
                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

Exhibit    Description
- -------    -----------

<S>        <C>
4.1        Amended and Restated Articles of Incorporation of the Registrant, as
           amended through May 1, 2001, filed as Exhibit 3(a) to the
           Registrant's Annual Report on Form 10-K for the fiscal year ended
           December 31, 2001, and incorporated herein by reference.

4.2        Regulations of the Registrant, as amended, dated
           April 27, 1988, filed as Exhibit 4(b) to
           Post-Effective Amendment No. 1, dated April 29, 1988,
           to Form S-8 Registration Statement Number 2-91401,
           and incorporated herein by reference.

4.3        Rights Agreement between the Registrant and The Bank
           of New York, as successor Rights Agent to KeyBank
           National Association, dated April 23, 1997, filed as
           Exhibit 1 to Form 8-A, dated April 24, 1997, and
           incorporated herein by reference.

5          Opinion of L.E. Stellato (filed herewith).

23.1       Consent of L.E. Stellato, included in Exhibit 5 (filed herewith).

23.2       Consent of Ernst & Young LLP, Independent Auditors (filed herewith).

24         Powers of Attorney (filed herewith).
</TABLE>

                                       4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>l00986aexv5.txt
<DESCRIPTION>EXHIBIT 5
<TEXT>
<PAGE>
                                                                       EXHIBIT 5


[SHERWIN-WILLIAMS LOGO]
- ------------------------------------------------------------------------------
THE SHERWIN-WILLIAMS COMPANY
101 Prospect Avenue, N.W.
Cleveland, Ohio  44115
Phone:  (216) 566-2200

Louis E. Stellato
Vice President, General Counsel
and Secretary


                                  May 14, 2003



The Sherwin-Williams Company
101 Prospect Avenue, N.W.
Cleveland, Ohio  44115

         Re:  The Sherwin-Williams Company Employee Stock
                  Purchase and Savings Plan

Ladies and Gentlemen:

         As General Counsel for The Sherwin-Williams Company, an Ohio
corporation ("Sherwin-Williams"), I am delivering this opinion for use as an
Exhibit to the Registration Statement on Form S-8 of Sherwin-Williams (the
"Registration Statement") to be filed on or about May 14, 2003 with the
Securities and Exchange Commission (the "SEC") to register an additional
12,000,000 shares of common stock of Sherwin-Williams, par value $1.00 per share
(the "Shares"), in connection with The Sherwin-Williams Company Employee Stock
Purchase and Savings Plan (the "Plan"), which Shares under the terms of the Plan
may be original issuance securities.

         This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K of the Securities Act of 1933, as amended (the
"Securities Act").

         I have examined such records, certificates and other documents that I
have considered necessary or appropriate for the purpose of this opinion.

         Based upon the foregoing, I am of the opinion that the Shares, when
acquired by the Plan participants in accordance with the terms of the Plan, will
be validly issued, fully paid and nonassessable. This opinion is limited to
original issuance securities, if any, acquired pursuant to the terms of the Plan
after the date of this opinion.
<PAGE>


May 14, 2003
Page 2

         I consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving my consent, I do not thereby admit that I am
in the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the SEC thereunder.


                                Very truly yours,


                                /s/ L.E. Stellato

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>4
<FILENAME>l00986aexv23w2.txt
<DESCRIPTION>EXHIBIT 23.2
<TEXT>
<PAGE>
                                                                    EXHIBIT 23.2


                         Consent of Independent Auditors


We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to The Sherwin-Williams Company Employee Stock Purchase and
Savings Plan of our reports (a) dated January 24, 2003, with respect to the
consolidated financial statements and schedule of The Sherwin-Williams Company
included in its Annual Report (Form 10-K) for the year ended December 31, 2002
and (b) dated June 25, 2002, with respect to the financial statements of The
Sherwin-Williams Company Employee Stock Purchase and Savings Plan included in
the Plan's Annual Report (Form 11-K) for the year ended December 31, 2001, both
filed with the Securities and Exchange Commission.



                                                    /s/ Ernst & Young LLP
Cleveland, Ohio
May 12, 2003


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>5
<FILENAME>l00986aexv24.txt
<DESCRIPTION>EXHIBIT 24
<TEXT>
<PAGE>
                                                                      EXHIBIT 24

                                POWER OF ATTORNEY

                          THE SHERWIN-WILLIAMS COMPANY


         The undersigned Officer and Director of The Sherwin-Williams Company,
an Ohio corporation (the "Company"), which corporation anticipates filing with
the Securities and Exchange Commission, under the provisions of the Securities
Act of 1933, as amended, and any rules and regulations of the Securities and
Exchange Commission, a Registration Statement on Form S-8 (or any other
appropriate form) relating to the registration of additional shares of the
Company's Common Stock, $1.00 par value per share, in connection with The
Sherwin-Williams Company Employee Stock Purchase and Savings Plan, hereby
constitutes and appoints J.M. Scaminace, S.P. Hennessy and L.E. Stellato, and
any of them, with full power of substitution and resubstitution, as attorneys or
attorney to sign for me and in my name, in the capacity indicated below, said
Registration Statement and any and all amendments thereto (including
post-effective amendments), and to file the same, with all supplements and
exhibits thereto and any and all applications or other documents in connection
therewith, with the Securities and Exchange Commission and any national
securities exchange, granting unto said attorneys, and each one of them, full
power and authority to do and perform any and all acts and things whatsoever
required and necessary to be done in the premises, hereby ratifying and
approving the acts of said attorneys, and any of them and any substitutes.

         Executed the date set opposite my name.



Date: May 8, 2003                          /s/  C.M. Connor
      ---------------------------         ----------------------------------
                                          C.M. Connor
                                          Chairman and Chief Executive Officer,
                                          Director


<PAGE>



                                POWER OF ATTORNEY

                          THE SHERWIN-WILLIAMS COMPANY
                          ----------------------------

         The undersigned Officer and Director of The Sherwin-Williams Company,
an Ohio corporation (the "Company"), which corporation anticipates filing with
the Securities and Exchange Commission, under the provisions of the Securities
Act of 1933, as amended, and any rules and regulations of the Securities and
Exchange Commission, a Registration Statement on Form S-8 (or any other
appropriate form) relating to the registration of additional shares of the
Company's Common Stock, $1.00 par value per share, in connection with The
Sherwin-Williams Company Employee Stock Purchase and Savings Plan, hereby
constitutes and appoints C.M. Connor, S.P. Hennessy and L.E. Stellato, and any
of them, with full power of substitution and resubstitution, as attorneys or
attorney to sign for me and in my name, in the capacity indicated below, said
Registration Statement and any and all amendments thereto (including
post-effective amendments), and to file the same, with all supplements and
exhibits thereto and any and all applications or other documents in connection
therewith, with the Securities and Exchange Commission and any national
securities exchange, granting unto said attorneys, and each one of them, full
power and authority to do and perform any and all acts and things whatsoever
required and necessary to be done in the premises, hereby ratifying and
approving the acts of said attorneys, and any of them and any substitutes.

         Executed the date set opposite my name.



Date: May 5, 2003                        /s/  J.M. Scaminace
      --------------------------         -------------------------------------
                                         J.M. Scaminace
                                         President and Chief Operating Officer,
                                         Director


<PAGE>



                                POWER OF ATTORNEY

                          THE SHERWIN-WILLIAMS COMPANY
                          ----------------------------

         The undersigned Officer of The Sherwin-Williams Company, an Ohio
corporation (the "Company"), which corporation anticipates filing with the
Securities and Exchange Commission, under the provisions of the Securities Act
of 1933, as amended, and any rules and regulations of the Securities and
Exchange Commission, a Registration Statement on Form S-8 (or any other
appropriate form) relating to the registration of additional shares of the
Company's Common Stock, $1.00 par value per share, in connection with The
Sherwin-Williams Company Employee Stock Purchase and Savings Plan, hereby
constitutes and appoints C.M. Connor, J.M. Scaminace and L.E. Stellato, and any
of them, with full power of substitution and resubstitution, as attorneys or
attorney to sign for me and in my name, in the capacity indicated below, said
Registration Statement and any and all amendments thereto (including
post-effective amendments), and to file the same, with all supplements and
exhibits thereto and any and all applications or other documents in connection
therewith, with the Securities and Exchange Commission and any national
securities exchange, granting unto said attorneys, and each one of them, full
power and authority to do and perform any and all acts and things whatsoever
required and necessary to be done in the premises, hereby ratifying and
approving the acts of said attorneys, and any of them and any substitutes.

         Executed the date set opposite my name.



Date:  May 9, 2003                          /s/  S.P. Hennessy
       ---------------------------          -----------------------------------
                                            S.P. Hennessy
                                            Senior Vice President - Finance
                                            and Chief Financial Officer


<PAGE>




                                POWER OF ATTORNEY

                          THE SHERWIN-WILLIAMS COMPANY
                          ----------------------------

         The undersigned Officer of The Sherwin-Williams Company, an Ohio
corporation (the "Company"), which corporation anticipates filing with the
Securities and Exchange Commission, under the provisions of the Securities Act
of 1933, as amended, and any rules and regulations of the Securities and
Exchange Commission, a Registration Statement on Form S-8 (or any other
appropriate form) relating to the registration of additional shares of the
Company's Common Stock, $1.00 par value per share, in connection with The
Sherwin-Williams Company Employee Stock Purchase and Savings Plan, hereby
constitutes and appoints C.M. Connor, J.M. Scaminace, S.P. Hennessy and L.E.
Stellato, and any of them, with full power of substitution and resubstitution,
as attorneys or attorney to sign for me and in my name, in the capacity
indicated below, said Registration Statement and any and all amendments thereto
(including post-effective amendments), and to file the same, with all
supplements and exhibits thereto and any and all applications or other documents
in connection therewith, with the Securities and Exchange Commission and any
national securities exchange, granting unto said attorneys, and each one of
them, full power and authority to do and perform any and all acts and things
whatsoever required and necessary to be done in the premises, hereby ratifying
and approving the acts of said attorneys, and any of them and any substitutes.

         Executed the date set opposite my name.



Date: May 5, 2003                         /s/  J.L. Ault
      -----------------------------       ------------------------------------
                                          J.L. Ault
                                          Vice President - Corporate Controller



<PAGE>



                                POWER OF ATTORNEY

                          THE SHERWIN-WILLIAMS COMPANY
                          ----------------------------

         The undersigned Director of The Sherwin-Williams Company, an Ohio
corporation (the "Company"), which corporation anticipates filing with the
Securities and Exchange Commission, under the provisions of the Securities Act
of 1933, as amended, and any rules and regulations of the Securities and
Exchange Commission, a Registration Statement on Form S-8 (or any other
appropriate form) relating to the registration of additional shares of the
Company's Common Stock, $1.00 par value per share, in connection with The
Sherwin-Williams Company Employee Stock Purchase and Savings Plan, hereby
constitutes and appoints C.M. Connor, J.M. Scaminace, S.P. Hennessy and L.E.
Stellato, and any of them, with full power of substitution and resubstitution,
as attorneys or attorney to sign for me and in my name, in the capacity
indicated below, said Registration Statement and any and all amendments thereto
(including post-effective amendments), and to file the same, with all
supplements and exhibits thereto and any and all applications or other documents
in connection therewith, with the Securities and Exchange Commission and any
national securities exchange, granting unto said attorneys, and each one of
them, full power and authority to do and perform any and all acts and things
whatsoever required and necessary to be done in the premises, hereby ratifying
and approving the acts of said attorneys, and any of them and any substitutes.

         Executed the date set opposite my name.



Date: May 5, 2003                      /s/  J.C. Boland
      ------------------------         ----------------------------------------
                                       J.C. Boland
                                       Director


<PAGE>



                                POWER OF ATTORNEY

                          THE SHERWIN-WILLIAMS COMPANY
                          ----------------------------

         The undersigned Director of The Sherwin-Williams Company, an Ohio
corporation (the "Company"), which corporation anticipates filing with the
Securities and Exchange Commission, under the provisions of the Securities Act
of 1933, as amended, and any rules and regulations of the Securities and
Exchange Commission, a Registration Statement on Form S-8 (or any other
appropriate form) relating to the registration of additional shares of the
Company's Common Stock, $1.00 par value per share, in connection with The
Sherwin-Williams Company Employee Stock Purchase and Savings Plan, hereby
constitutes and appoints C.M. Connor, J.M. Scaminace, S.P. Hennessy and L.E.
Stellato, and any of them, with full power of substitution and resubstitution,
as attorneys or attorney to sign for me and in my name, in the capacity
indicated below, said Registration Statement and any and all amendments thereto
(including post-effective amendments), and to file the same, with all
supplements and exhibits thereto and any and all applications or other documents
in connection therewith, with the Securities and Exchange Commission and any
national securities exchange, granting unto said attorneys, and each one of
them, full power and authority to do and perform any and all acts and things
whatsoever required and necessary to be done in the premises, hereby ratifying
and approving the acts of said attorneys, and any of them and any substitutes.

         Executed the date set opposite my name.



Date: May 5, 2003                          /s/  J.G. Breen
      ----------------------------         ------------------------------------
                                           J.G. Breen
                                           Director


<PAGE>



                                POWER OF ATTORNEY

                          THE SHERWIN-WILLIAMS COMPANY
                          ----------------------------

         The undersigned Director of The Sherwin-Williams Company, an Ohio
corporation (the "Company"), which corporation anticipates filing with the
Securities and Exchange Commission, under the provisions of the Securities Act
of 1933, as amended, and any rules and regulations of the Securities and
Exchange Commission, a Registration Statement on Form S-8 (or any other
appropriate form) relating to the registration of additional shares of the
Company's Common Stock, $1.00 par value per share, in connection with The
Sherwin-Williams Company Employee Stock Purchase and Savings Plan, hereby
constitutes and appoints C.M. Connor, J.M. Scaminace, S.P. Hennessy and L.E.
Stellato, and any of them, with full power of substitution and resubstitution,
as attorneys or attorney to sign for me and in my name, in the capacity
indicated below, said Registration Statement and any and all amendments thereto
(including post-effective amendments), and to file the same, with all
supplements and exhibits thereto and any and all applications or other documents
in connection therewith, with the Securities and Exchange Commission and any
national securities exchange, granting unto said attorneys, and each one of
them, full power and authority to do and perform any and all acts and things
whatsoever required and necessary to be done in the premises, hereby ratifying
and approving the acts of said attorneys, and any of them and any substitutes.

         Executed the date set opposite my name.



Date: May 6, 2003                        /s/  D.E. Collins
      --------------------------         --------------------------------------
                                         D.E. Collins
                                         Director


<PAGE>



                                POWER OF ATTORNEY

                          THE SHERWIN-WILLIAMS COMPANY
                          ----------------------------

         The undersigned Director of The Sherwin-Williams Company, an Ohio
corporation (the "Company"), which corporation anticipates filing with the
Securities and Exchange Commission, under the provisions of the Securities Act
of 1933, as amended, and any rules and regulations of the Securities and
Exchange Commission, a Registration Statement on Form S-8 (or any other
appropriate form) relating to the registration of additional shares of the
Company's Common Stock, $1.00 par value per share, in connection with The
Sherwin-Williams Company Employee Stock Purchase and Savings Plan, hereby
constitutes and appoints C.M. Connor, J.M. Scaminace, S.P. Hennessy and L.E.
Stellato, and any of them, with full power of substitution and resubstitution,
as attorneys or attorney to sign for me and in my name, in the capacity
indicated below, said Registration Statement and any and all amendments thereto
(including post-effective amendments), and to file the same, with all
supplements and exhibits thereto and any and all applications or other documents
in connection therewith, with the Securities and Exchange Commission and any
national securities exchange, granting unto said attorneys, and each one of
them, full power and authority to do and perform any and all acts and things
whatsoever required and necessary to be done in the premises, hereby ratifying
and approving the acts of said attorneys, and any of them and any substitutes.

         Executed the date set opposite my name.



Date:  May 8, 2003                            /s/  D.E. Evans
       ---------------------------------      ---------------------------------
                                              D.E. Evans
                                              Director


<PAGE>



                                POWER OF ATTORNEY

                          THE SHERWIN-WILLIAMS COMPANY
                          ----------------------------

         The undersigned Director of The Sherwin-Williams Company, an Ohio
corporation (the "Company"), which corporation anticipates filing with the
Securities and Exchange Commission, under the provisions of the Securities Act
of 1933, as amended, and any rules and regulations of the Securities and
Exchange Commission, a Registration Statement on Form S-8 (or any other
appropriate form) relating to the registration of additional shares of the
Company's Common Stock, $1.00 par value per share, in connection with The
Sherwin-Williams Company Employee Stock Purchase and Savings Plan, hereby
constitutes and appoints C.M. Connor, J.M. Scaminace, S.P. Hennessy and L.E.
Stellato, and any of them, with full power of substitution and resubstitution,
as attorneys or attorney to sign for me and in my name, in the capacity
indicated below, said Registration Statement and any and all amendments thereto
(including post-effective amendments), and to file the same, with all
supplements and exhibits thereto and any and all applications or other documents
in connection therewith, with the Securities and Exchange Commission and any
national securities exchange, granting unto said attorneys, and each one of
them, full power and authority to do and perform any and all acts and things
whatsoever required and necessary to be done in the premises, hereby ratifying
and approving the acts of said attorneys, and any of them and any substitutes.

         Executed the date set opposite my name.



Date:  May 6, 2003                       /s/  S.J. Kropf
       -------------------------         --------------------------------------
                                         S.J. Kropf
                                         Director



<PAGE>



                                POWER OF ATTORNEY

                          THE SHERWIN-WILLIAMS COMPANY
                          ----------------------------

         The undersigned Director of The Sherwin-Williams Company, an Ohio
corporation (the "Company"), which corporation anticipates filing with the
Securities and Exchange Commission, under the provisions of the Securities Act
of 1933, as amended, and any rules and regulations of the Securities and
Exchange Commission, a Registration Statement on Form S-8 (or any other
appropriate form) relating to the registration of additional shares of the
Company's Common Stock, $1.00 par value per share, in connection with The
Sherwin-Williams Company Employee Stock Purchase and Savings Plan, hereby
constitutes and appoints C.M. Connor, J.M. Scaminace, S.P. Hennessy and L.E.
Stellato, and any of them, with full power of substitution and resubstitution,
as attorneys or attorney to sign for me and in my name, in the capacity
indicated below, said Registration Statement and any and all amendments thereto
(including post-effective amendments), and to file the same, with all
supplements and exhibits thereto and any and all applications or other documents
in connection therewith, with the Securities and Exchange Commission and any
national securities exchange, granting unto said attorneys, and each one of
them, full power and authority to do and perform any and all acts and things
whatsoever required and necessary to be done in the premises, hereby ratifying
and approving the acts of said attorneys, and any of them and any substitutes.

         Executed the date set opposite my name.



Date:  May 5, 2003                         /s/  R.W. Mahoney
       --------------------------          ------------------------------------
                                           R.W. Mahoney
                                           Director


<PAGE>



                                POWER OF ATTORNEY

                          THE SHERWIN-WILLIAMS COMPANY
                          ----------------------------

         The undersigned Director of The Sherwin-Williams Company, an Ohio
corporation (the "Company"), which corporation anticipates filing with the
Securities and Exchange Commission, under the provisions of the Securities Act
of 1933, as amended, and any rules and regulations of the Securities and
Exchange Commission, a Registration Statement on Form S-8 (or any other
appropriate form) relating to the registration of additional shares of the
Company's Common Stock, $1.00 par value per share, in connection with The
Sherwin-Williams Company Employee Stock Purchase and Savings Plan, hereby
constitutes and appoints C.M. Connor, J.M. Scaminace, S.P. Hennessy and L.E.
Stellato, and any of them, with full power of substitution and resubstitution,
as attorneys or attorney to sign for me and in my name, in the capacity
indicated below, said Registration Statement and any and all amendments thereto
(including post-effective amendments), and to file the same, with all
supplements and exhibits thereto and any and all applications or other documents
in connection therewith, with the Securities and Exchange Commission and any
national securities exchange, granting unto said attorneys, and each one of
them, full power and authority to do and perform any and all acts and things
whatsoever required and necessary to be done in the premises, hereby ratifying
and approving the acts of said attorneys, and any of them and any substitutes.

         Executed the date set opposite my name.



Date:  May 5, 2003                    /s/  G.E. McCullough
       ------------------------       ---------------------------------------
                                      G.E. McCullough
                                      Director


<PAGE>



                                POWER OF ATTORNEY

                          THE SHERWIN-WILLIAMS COMPANY
                          ----------------------------

         The undersigned Director of The Sherwin-Williams Company, an Ohio
corporation (the "Company"), which corporation anticipates filing with the
Securities and Exchange Commission, under the provisions of the Securities Act
of 1933, as amended, and any rules and regulations of the Securities and
Exchange Commission, a Registration Statement on Form S-8 (or any other
appropriate form) relating to the registration of additional shares of the
Company's Common Stock, $1.00 par value per share, in connection with The
Sherwin-Williams Company Employee Stock Purchase and Savings Plan, hereby
constitutes and appoints C.M. Connor, J.M. Scaminace, S.P. Hennessy and L.E.
Stellato, and any of them, with full power of substitution and resubstitution,
as attorneys or attorney to sign for me and in my name, in the capacity
indicated below, said Registration Statement and any and all amendments thereto
(including post-effective amendments), and to file the same, with all
supplements and exhibits thereto and any and all applications or other documents
in connection therewith, with the Securities and Exchange Commission and any
national securities exchange, granting unto said attorneys, and each one of
them, full power and authority to do and perform any and all acts and things
whatsoever required and necessary to be done in the premises, hereby ratifying
and approving the acts of said attorneys, and any of them and any substitutes.

         Executed the date set opposite my name.



Date:  May 5, 2003                      /s/  A.M. Mixon, III
       -----------                      ---------------------------------------
                                        A.M. Mixon, III
                                        Director


<PAGE>



                                POWER OF ATTORNEY

                          THE SHERWIN-WILLIAMS COMPANY
                          ----------------------------

         The undersigned Director of The Sherwin-Williams Company, an Ohio
corporation (the "Company"), which corporation anticipates filing with the
Securities and Exchange Commission, under the provisions of the Securities Act
of 1933, as amended, and any rules and regulations of the Securities and
Exchange Commission, a Registration Statement on Form S-8 (or any other
appropriate form) relating to the registration of additional shares of the
Company's Common Stock, $1.00 par value per share, in connection with The
Sherwin-Williams Company Employee Stock Purchase and Savings Plan, hereby
constitutes and appoints C.M. Connor, J.M. Scaminace, S.P. Hennessy and L.E.
Stellato, and any of them, with full power of substitution and resubstitution,
as attorneys or attorney to sign for me and in my name, in the capacity
indicated below, said Registration Statement and any and all amendments thereto
(including post-effective amendments), and to file the same, with all
supplements and exhibits thereto and any and all applications or other documents
in connection therewith, with the Securities and Exchange Commission and any
national securities exchange, granting unto said attorneys, and each one of
them, full power and authority to do and perform any and all acts and things
whatsoever required and necessary to be done in the premises, hereby ratifying
and approving the acts of said attorneys, and any of them and any substitutes.

         Executed the date set opposite my name.



Date:  May 9, 2003                       /s/  C.E. Moll
       ------------------------          --------------------------------------
                                         C.E. Moll
                                         Director


<PAGE>



                                POWER OF ATTORNEY

                          THE SHERWIN-WILLIAMS COMPANY
                          ----------------------------

         The undersigned Director of The Sherwin-Williams Company, an Ohio
corporation (the "Company"), which corporation anticipates filing with the
Securities and Exchange Commission, under the provisions of the Securities Act
of 1933, as amended, and any rules and regulations of the Securities and
Exchange Commission, a Registration Statement on Form S-8 (or any other
appropriate form) relating to the registration of additional shares of the
Company's Common Stock, $1.00 par value per share, in connection with The
Sherwin-Williams Company Employee Stock Purchase and Savings Plan, hereby
constitutes and appoints C.M. Connor, J.M. Scaminace, S.P. Hennessy and L.E.
Stellato, and any of them, with full power of substitution and resubstitution,
as attorneys or attorney to sign for me and in my name, in the capacity
indicated below, said Registration Statement and any and all amendments thereto
(including post-effective amendments), and to file the same, with all
supplements and exhibits thereto and any and all applications or other documents
in connection therewith, with the Securities and Exchange Commission and any
national securities exchange, granting unto said attorneys, and each one of
them, full power and authority to do and perform any and all acts and things
whatsoever required and necessary to be done in the premises, hereby ratifying
and approving the acts of said attorneys, and any of them and any substitutes.

         Executed the date set opposite my name.



Date:  May 6, 2003                     /s/  R.K. Smucker
       ----------------------          ----------------------------------------
                                       R.K. Smucker
                                       Director



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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