SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SMUCKER RICHARD K

(Last)

(First)

(Middle)

STRAWBERRY LANE

(Street)

ORRVILLE

44667

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SHERWIN WILLIAMS CO [ SHW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/13/2006		M		2,000	A	$28	7,101.2039⁽¹⁾⁽²⁾	D
Common Stock	02/13/2006		M		2,000	A	$29.0313	9,101.2039⁽¹⁾⁽²⁾	D
Common Stock	02/13/2006		M		2,000	A	$25.0625	11,101.2039⁽¹⁾⁽²⁾	D
Common Stock	02/13/2006		M		2,000	A	$20.25	13,101.2039⁽¹⁾⁽²⁾	D
Common Stock	02/13/2006		M		2,000	A	$19.625	15,101.2039⁽¹⁾⁽²⁾	D
Common Stock	02/13/2006		M		2,000	A	$24.305	17,101.2039⁽¹⁾⁽²⁾	D
Common Stock	02/13/2006		M		3,500	A	$25.425	20,601.2039⁽¹⁾⁽²⁾	D
Common Stock	02/13/2006		S		1,200	D	$53.02	19,401.2039⁽¹⁾⁽²⁾	D
Common Stock	02/13/2006		S		2,900	D	$53.03	16,501.2039⁽¹⁾⁽²⁾	D
Common Stock	02/13/2006		S		2,200	D	$53.04	14,301.2039⁽¹⁾⁽²⁾	D
Common Stock	02/13/2006		S		5,300	D	$53.05	9,001.2039⁽¹⁾⁽²⁾	D
Common Stock	02/13/2006		S		1,600	D	$53.06	7,401.2039⁽¹⁾⁽²⁾	D
Common Stock	02/13/2006		S		1,600	D	$53.07	5,801.2039⁽¹⁾⁽²⁾	D
Common Stock	02/13/2006		S		700	D	$53.1	5,101.2039⁽¹⁾⁽²⁾	D
Common Stock								11,244.45⁽³⁾	I	Deferred Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$28	02/13/2006		M			666	04/23/1998	04/22/2007	Common Stock	666	$0	0	D
Stock Option (Right to Buy)	$28	02/13/2006		M			667	04/23/1999	04/22/2007	Common Stock	667	$0	0	D
Stock Option (Right to Buy)	$28	02/13/2006		M			667	04/23/2000	04/22/2007	Common Stock	667	$0	0	D
Stock Option (Right to Buy)	$29.0313	02/13/2006		M			666	02/04/1999	02/03/2008	Common Stock	666	$0	0	D
Stock Option (Right to Buy)	$29.0313	02/13/2006		M			667	02/04/2000	02/03/2008	Common Stock	667	$0	0	D
Stock Option (Right to Buy)	$29.0313	02/13/2006		M			667	02/04/2001	02/03/2008	Common Stock	667	$0	0	D
Stock Option (Right to Buy)	$25.0625	02/13/2006		M			666	02/03/2000	02/02/2009	Common Stock	666	$0	0	D
Stock Option (Right to Buy)	$25.0625	02/13/2006		M			667	02/03/2001	02/02/2009	Common Stock	667	$0	0	D
Stock Option (Right to Buy)	$25.0625	02/13/2006		M			667	02/03/2002	02/02/2009	Common Stock	667	$0	0	D
Stock Option (Right to Buy)	$20.25	02/13/2006		M			666	10/22/2000	10/21/2009	Common Stock	666	$0	0	D
Stock Option (Right to Buy)	$20.25	02/13/2006		M			667	10/22/2001	10/21/2009	Common Stock	667	$0	0	D
Stock Option (Right to Buy)	$20.25	02/13/2006		M			667	10/22/2002	10/21/2009	Common Stock	667	$0	0	D
Stock Option (Right to Buy)	$19.625	02/13/2006		M			666	10/19/2001	10/18/2010	Common Stock	666	$0	0	D
Stock Option (Right to Buy)	$19.625	02/13/2006		M			667	10/19/2002	10/18/2010	Common Stock	667	$0	0	D
Stock Option (Right to Buy)	$19.625	02/13/2006		M			667	10/19/2003	10/18/2010	Common Stock	667	$0	0	D
Stock Option (Right to Buy)	$24.305	02/13/2006		M			666	10/17/2002	10/16/2011	Common Stock	666	$0	0	D
Stock Option (Right to Buy)	$24.305	02/13/2006		M			667	10/17/2003	10/16/2011	Common Stock	667	$0	0	D
Stock Option (Right to Buy)	$24.305	02/13/2006		M			667	10/17/2004	10/16/2011	Common Stock	667	$0	0	D
Stock Option (Right to Buy)	$25.425	02/13/2006		M			1,166	10/18/2003	10/17/2012	Common Stock	1,166	$0	0	D
Stock Option (Right to Buy)	$25.425	02/13/2006		M			1,167	10/18/2004	10/17/2012	Common Stock	1,167	$0	0	D
Stock Option (Right to Buy)	$25.425	02/13/2006		M			1,167	10/18/2005	10/17/2012	Common Stock	1,167	$0	0	D

Explanation of Responses:

1. Of shares listed, 1,500 are restricted.

2. Of shares listed, 101.2039 are owned pursuant to the Divident Reinvestment Plan per the trustee's most recent statement.

3. Shares listed are owned pursuant to the Director Deferred Fee Plan, which includes shares acquired pursuant to the dividend reinvestment feature of such Plan.

Remarks:

	Louis E. Stellato, Attorney-in-fact	02/14/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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