SHERWIN WILLIAMS CO — Director's Dealing 2003

Aug 18, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SHERWIN WILLIAMS CO (SHW)
CIK: 0000089800
Period of Report: 2003-08-15

Reporting Person: SEITZ THOMAS W (Pres. and GM-Consumer Div.)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-08-15	Phantom Stock Units	$10.86	A	71.71	Acquired		Common Stock ()	Direct

Footnotes

F1: Acquisition of phantom stock units (in an exempt transaction) under deferred compensation plan(s) to be settled generally upon the Reporting Person's retirement or termination of employment, subject to diversification provisions of the plan(s). The plan(s) utilize unit accounting, with phantom stock units consisting primarily of phantom shares of common stock and a small percentage of short-term investments. On April 1, 1997, units were assigned a beginning per unit price of $10.00.

F2: Includes phantom stock units acquired pursuant to the dividend equivalent reinvestment feature of the plan(s).