<PAGE> 1
As filed with the Securities and Exchange Commission on February 10, 1994
Registration No. 33-28585
============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
--------------
THE SHERWIN-WILLIAMS COMPANY
(Exact name of Registrant as specified in its charter)
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Ohio 34-0526850
------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 Prospect Avenue, N.W., Cleveland, Ohio 44115
---------------------------------------- --------------------
(Address of principal executive offices) (Zip Code)
</TABLE>
THE SHERWIN-WILLIAMS COMPANY 1984 STOCK 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 and address, including zip code, and telephone
number, including area code, of agent for service)
===========================================================================
<PAGE> 2
EXPLANATORY STATEMENT
The Sherwin-Williams Company 1984 Stock Plan ("1984 Plan")
expires pursuant to its term at midnight on February 15, 1994.
Upon expiration, the 1984 Plan will be succeeded by The Sherwin-
Williams Company 1994 Stock Plan ("1994 Plan"). 1,066,430 shares of
the Company's Common Stock, par value $1.00 each, previously
registered by the Company pursuant to the 1984 Plan, on
Registration Statement No. 33-28585 on Form S-8 dated April 28,
1989 ("Registration Statement"), will not be granted pursuant to
the 1984 Plan prior to its expiration. Such 1,066,430 shares will be
included in the registration of shares of Common Stock under the
1994 Plan. The 1994 Plan was adopted by the Company's Board of
Directors on February 17, 1993 and was approved by its
shareholders on April 28, 1993.
Therefore, pursuant to the Company's undertakings set forth
in the Registration Statement, the Company files this Post-
Effective Amendment No. 1 thereto to remove from registration the
remaining 1,066,430 shares of Common Stock registered under the
Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Items 3 through 7 and Item 9 are not applicable.
Item 8. Exhibits.
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24 Powers of Attorney (filed herewith).
-2-
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<PAGE> 3
SIGNATURES
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 POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT NO. 33-28585 TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
CLEVELAND, AND STATE OF OHIO, ON THE 10TH DAY OF FEBRUARY, 1994.
THE SHERWIN-WILLIAMS COMPANY
By: /s/ L.E. Stellato
------------------------
L.E. Stellato, Secretary
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THIS POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO.
33-28585 HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED:
OFFICERS AND DIRECTORS OF THE SHERWIN-WILLIAMS COMPANY:
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*J.G. BREEN Chairman of the Board and Chief
------------------------ Executive Officer, Director
J.G. BREEN
*T.A. COMMES President and Chief Operating
------------------------ Officer, Director
T.A. COMMES
*L.J. PITORAK Senior Vice President-Finance,
------------------------ Treasurer and Chief Financial
L.J. PITORAK Officer
*J.L. AULT Vice President-Corporate Controller
------------------------
J.L. AULT
*J.M. BIGGAR Director
------------------------
J.M. BIGGAR
*L. CARTER Director
------------------------
L. CARTER
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-3-
<PAGE> 4
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*R.C. DOBAN Director
------------------------
R.C. DOBAN
*D.E. EVANS Director
------------------------
D.E. EVANS
*W.G. MITCHELL Director
------------------------
W.G. MITCHELL
*A.M. MIXON Director
------------------------
A.M. MIXON
*H.O. PETRAUSKAS Director
------------------------
H.O. PETRAUSKAS
*R.E. SCHEY Director
------------------------
R.E. SCHEY
*R.K. SMUCKER Director
------------------------
R.K. SMUCKER
*W.W. WILLIAMS Director
------------------------
W.W. WILLIAMS
</TABLE>
*The undersigned, by signing his name hereto, does sign and
execute this Post-Effective Amendment No. 1 to Registration
Statement No. 33-28585 on behalf of the designated Officers and
Directors of The Sherwin-Williams Company pursuant to Powers of
Attorney executed on behalf of each of such Officers and
Directors which are filed as an Exhibit hereto.
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By: /s/ L.E. Stellato February 10, 1994
-------------------------------
L.E. STELLATO, Attorney-in-fact
</TABLE>
-4-
<PAGE> 5
EXHIBIT INDEX
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EXHIBIT
NO. EXHIBIT DESCRIPTION
------- -------------------
<S> <C>
24 Powers of Attorney (filed herewith).
</TABLE>
-5-
<PAGE> 1
EXHIBIT 24
<PAGE> 2
POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
The undersigned Officer and Director of The Sherwin-Williams
Company, an Ohio corporation, which corporation anticipates
filing with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as
amended, and any rules and regulations of the Securities and
Exchange Commission, a Form S-8 for the purpose of filing a Post-
Effective Amendment to the Registration Statement for its Common
Stock, par value $1.00 per share, issued or to be issued pursuant
to The Sherwin-Williams Company 1984 Stock Plan, hereby
constitutes and appoints T.A. Commes, L.J. Pitorak or L.E.
Stellato, or any of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for me and in my
name, in the capacities indicated below, said proposed Post-
Effective Amendment to the Registration Statement and any and all
amendments, supplements, and exhibits thereto and any and all
applications or other documents to be filed with the Securities
and Exchange Commission or any national securities exchange
pertaining thereto, with 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 such
substitute.
Executed the date set opposite my name.
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January 26, 1994 /s/ J.G. Breen
-------------------------------
J.G. BREEN
Chairman of the Board and Chief
Executive Officer, Director
</TABLE>
<PAGE> 3
POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
The undersigned Officer and Director of The Sherwin-Williams
Company, an Ohio corporation, which corporation anticipates
filing with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as
amended, and any rules and regulations of the Securities and
Exchange Commission, a Form S-8 for the purpose of filing a Post-
Effective Amendment to the Registration Statement for its Common
Stock, par value $1.00 per share, issued or to be issued pursuant
to The Sherwin-Williams Company 1984 Stock Plan, hereby
constitutes and appoints J.G. Breen, L.J. Pitorak or L.E.
Stellato, or any of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for me and in my
name, in the capacities indicated below, said proposed Post-
Effective Amendment to the Registration Statement and any and all
amendments, supplements, and exhibits thereto and any and all
applications or other documents to be filed with the Securities
and Exchange Commission or any national securities exchange
pertaining thereto, with 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 such
substitute.
Executed the date set opposite my name.
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January 24, 1994 /s/ T.A. Commes
------------------------------
T.A. COMMES
President and Chief Operating
Officer, Director
</TABLE>
<PAGE> 4
POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
The undersigned Officer of The Sherwin-Williams Company, an
Ohio corporation, which corporation anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, and any
rules and regulations of the Securities and Exchange Commission,
a Form S-8 for the purpose of filing a Post-Effective Amendment
to the Registration Statement for its Common Stock, par value
$1.00 per share, issued or to be issued pursuant to The Sherwin-
Williams Company 1984 Stock Plan, hereby constitutes and appoints
J.G. Breen, T.A. Commes or L.E. Stellato, or any of them, with
full power of substitution and resubstitution, as attorneys or
attorney to sign for me and in my name, in the capacities
indicated below, said proposed Post-Effective Amendment to the
Registration Statement and any and all amendments, supplements,
and exhibits thereto and any and all applications or other
documents to be filed with the Securities and Exchange Commission
or any national securities exchange pertaining thereto, with 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 such substitute.
Executed the date set opposite my name.
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January 26, 1994 /s/ L.J. Pitorak
------------------------------
L.J. PITORAK
Senior Vice President - Finance,
Treasurer and Chief Financial
Officer
</TABLE>
<PAGE> 5
POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
The undersigned Officer of The Sherwin-Williams Company, an
Ohio corporation, which corporation anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, and any
rules and regulations of the Securities and Exchange Commission,
a Form S-8 for the purpose of filing a Post-Effective Amendment
to the Registration Statement for its Common Stock, par value
$1.00 per share, issued or to be issued pursuant to The Sherwin-
Williams Company 1984 Stock Plan, hereby constitutes and appoints
J.G. Breen, T.A. Commes, L.J. Pitorak or L.E. Stellato, or any of
them, with full power of substitution and resubstitution, as
attorneys or attorney to sign for me and in my name, in the
capacities indicated below, said proposed Post-Effective
Amendment to the Registration Statement and any and all
amendments, supplements, and exhibits thereto and any and all
applications or other documents to be filed with the Securities
and Exchange Commission or any national securities exchange
pertaining thereto, with 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 such
substitute.
Executed the date set opposite my name.
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January 26, 1994 /s/ J.L. Ault
---------------------------
J.L. AULT
Vice President - Corporate
Controller
</TABLE>
<PAGE> 6
POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
The undersigned Director of The Sherwin-Williams Company, an
Ohio corporation, which corporation anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, and any
rules and regulations of the Securities and Exchange Commission,
a Form S-8 for the purpose of filing a Post-Effective Amendment
to the Registration Statement for its Common Stock, par value
$1.00 per share, issued or to be issued pursuant to The Sherwin-
Williams Company 1984 Stock Plan, hereby constitutes and appoints
J.G. Breen, T.A. Commes, L.J. Pitorak or L.E. Stellato, or 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 proposed Post-Effective Amendment
to the Registration Statement and any and all amendments,
supplements, and exhibits thereto and any and all applications or
other documents to be filed with the Securities and Exchange
Commission or any national securities exchange pertaining
thereto, with 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 such substitute.
Executed the date set opposite my name.
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January 25, 1994 /s/ J.M. Biggar
-------------------------------
J.M. BIGGAR
Director
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<PAGE> 7
POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
The undersigned Director of The Sherwin-Williams Company, an
Ohio corporation, which corporation anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, and any
rules and regulations of the Securities and Exchange Commission,
a Form S-8 for the purpose of filing a Post-Effective Amendment
to the Registration Statement for its Common Stock, par value
$1.00 per share, issued or to be issued pursuant to The Sherwin-
Williams Company 1984 Stock Plan, hereby constitutes and appoints
J.G. Breen, T.A. Commes, L.J. Pitorak or L.E. Stellato, or 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 proposed Post-Effective Amendment
to the Registration Statement and any and all amendments,
supplements, and exhibits thereto and any and all applications or
other documents to be filed with the Securities and Exchange
Commission or any national securities exchange pertaining
thereto, with 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 such substitute.
Executed the date set opposite my name.
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January 25, 1994 /s/ L. Carter
------------------------------
L. CARTER
Director
</TABLE>
<PAGE> 8
POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
The undersigned Director of The Sherwin-Williams Company, an
Ohio corporation, which corporation anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, and any
rules and regulations of the Securities and Exchange Commission,
a Form S-8 for the purpose of filing a Post-Effective Amendment
to the Registration Statement for its Common Stock, par value
$1.00 per share, issued or to be issued pursuant to The Sherwin-
Williams Company 1984 Stock Plan, hereby constitutes and appoints
J.G. Breen, T.A. Commes, L.J. Pitorak or L.E. Stellato, or 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 proposed Post-Effective Amendment
to the Registration Statement and any and all amendments,
supplements, and exhibits thereto and any and all applications or
other documents to be filed with the Securities and Exchange
Commission or any national securities exchange pertaining
thereto, with 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 such substitute.
Executed the date set opposite my name.
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January 31, 1994 /s/ R.C. Doban
-----------------------------
R.C. DOBAN
Director
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<PAGE> 9
POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
The undersigned Director of The Sherwin-Williams Company, an
Ohio corporation, which corporation anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, and any
rules and regulations of the Securities and Exchange Commission,
a Form S-8 for the purpose of filing a Post-Effective Amendment
to the Registration Statement for its Common Stock, par value
$1.00 per share, issued or to be issued pursuant to The Sherwin-
Williams Company 1984 Stock Plan, hereby constitutes and appoints
J.G. Breen, T.A. Commes, L.J. Pitorak or L.E. Stellato, or 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 proposed Post-Effective Amendment
to the Registration Statement and any and all amendments,
supplements, and exhibits thereto and any and all applications or
other documents to be filed with the Securities and Exchange
Commission or any national securities exchange pertaining
thereto, with 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 such substitute.
Executed the date set opposite my name.
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January 24, 1994 /s/ D.E. Evans
----------------------------
D.E. EVANS
Director
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<PAGE> 10
POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
The undersigned Director of The Sherwin-Williams Company, an
Ohio corporation, which corporation anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, and any
rules and regulations of the Securities and Exchange Commission,
a Form S-8 for the purpose of filing a Post-Effective Amendment
to the Registration Statement for its Common Stock, par value
$1.00 per share, issued or to be issued pursuant to The Sherwin-
Williams Company 1984 Stock Plan, hereby constitutes and appoints
J.G. Breen, T.A. Commes, L.J. Pitorak or L.E. Stellato, or 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 proposed Post-Effective Amendment
to the Registration Statement and any and all amendments,
supplements, and exhibits thereto and any and all applications or
other documents to be filed with the Securities and Exchange
Commission or any national securities exchange pertaining
thereto, with 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 such substitute.
Executed the date set opposite my name.
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January 26, 1994 /s/ W.G. Mitchell
-------------------------------
W.G. MITCHELL
Director
</TABLE>
<PAGE> 11
POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
The undersigned Director of The Sherwin-Williams Company, an
Ohio corporation, which corporation anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, and any
rules and regulations of the Securities and Exchange Commission,
a Form S-8 for the purpose of filing a Post-Effective Amendment
to the Registration Statement for its Common Stock, par value
$1.00 per share, issued or to be issued pursuant to The Sherwin-
Williams Company 1984 Stock Plan, hereby constitutes and appoints
J.G. Breen, T.A. Commes, L.J. Pitorak or L.E. Stellato, or 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 proposed Post-Effective Amendment
to the Registration Statement and any and all amendments,
supplements, and exhibits thereto and any and all applications or
other documents to be filed with the Securities and Exchange
Commission or any national securities exchange pertaining
thereto, with 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 such substitute.
Executed the date set opposite my name.
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January 26, 1994 /s/ A.M. Mixon
---------------------------
A.M. MIXON
Director
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<PAGE> 12
POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
The undersigned Director of The Sherwin-Williams Company, an
Ohio corporation, which corporation anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, and any
rules and regulations of the Securities and Exchange Commission,
a Form S-8 for the purpose of filing a Post-Effective Amendment
to the Registration Statement for its Common Stock, par value
$1.00 per share, issued or to be issued pursuant to The Sherwin-
Williams Company 1984 Stock Plan, hereby constitutes and appoints
J.G. Breen, T.A. Commes, L.J. Pitorak or L.E. Stellato, or 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 proposed Post-Effective Amendment
to the Registration Statement and any and all amendments,
supplements, and exhibits thereto and any and all applications or
other documents to be filed with the Securities and Exchange
Commission or any national securities exchange pertaining
thereto, with 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 such substitute.
Executed the date set opposite my name.
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January 27, 1994 /s/ H.O. Petrauskas
------------------------------
H.O. PETRAUSKAS
Director
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<PAGE> 13
POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
The undersigned Director of The Sherwin-Williams Company, an
Ohio corporation, which corporation anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, and any
rules and regulations of the Securities and Exchange Commission,
a Form S-8 for the purpose of filing a Post-Effective Amendment
to the Registration Statement for its Common Stock, par value
$1.00 per share, issued or to be issued pursuant to The Sherwin-
Williams Company 1984 Stock Plan, hereby constitutes and appoints
J.G. Breen, T.A. Commes, L.J. Pitorak or L.E. Stellato, or 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 proposed Post-Effective Amendment
to the Registration Statement and any and all amendments,
supplements, and exhibits thereto and any and all applications or
other documents to be filed with the Securities and Exchange
Commission or any national securities exchange pertaining
thereto, with 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 such substitute.
Executed the date set opposite my name.
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January 26, 1994 /s/ R.E. Schey
----------------------------
R.E. SCHEY
Director
</TABLE>
<PAGE> 14
POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
The undersigned Director of The Sherwin-Williams Company, an
Ohio corporation, which corporation anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, and any
rules and regulations of the Securities and Exchange Commission,
a Form S-8 for the purpose of filing a Post-Effective Amendment
to the Registration Statement for its Common Stock, par value
$1.00 per share, issued or to be issued pursuant to The Sherwin-
Williams Company 1984 Stock Plan, hereby constitutes and appoints
J.G. Breen, T.A. Commes, L.J. Pitorak or L.E. Stellato, or 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 proposed Post-Effective Amendment
to the Registration Statement and any and all amendments,
supplements, and exhibits thereto and any and all applications or
other documents to be filed with the Securities and Exchange
Commission or any national securities exchange pertaining
thereto, with 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 such substitute.
Executed the date set opposite my name.
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January 25, 1994 /s/ R.K. Smucker
------------------------------
R.K. SMUCKER
Director
</TABLE>
<PAGE> 15
POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
The undersigned Director of The Sherwin-Williams Company, an
Ohio corporation, which corporation anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, and any
rules and regulations of the Securities and Exchange Commission,
a Form S-8 for the purpose of filing a Post-Effective Amendment
to the Registration Statement for its Common Stock, par value
$1.00 per share, issued or to be issued pursuant to The Sherwin-
Williams Company 1984 Stock Plan, hereby constitutes and appoints
J.G. Breen, T.A. Commes, L.J. Pitorak or L.E. Stellato, or 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 proposed Post-Effective Amendment
to the Registration Statement and any and all amendments,
supplements, and exhibits thereto and any and all applications or
other documents to be filed with the Securities and Exchange
Commission or any national securities exchange pertaining
thereto, with 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 such substitute.
Executed the date set opposite my name.
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January 24, 1994 /s/ W.W. Williams
-------------------------------
W.W. WILLIAMS
Director
</TABLE>