Mail Stop 7010

									January 11, 2006

Rolf Engh, General Counsel
The Valspar Corporation
1101 Third Street South
Minneapolis, Minnesota 55415


Re:	The Valspar Corporation
	Form S-4
	Amended November 16, 2005
	File No. 333-128753

Dear Mr. Engh:

      We have reviewed your response letter dated January 10, 2006
and have the following additional comments.  If you disagree, we
will
consider your explanation as to why our comment is inapplicable.
In
some of our comments, we may ask you to provide us with
supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

1. In regard to your response to prior comment two in your letter
dated January 10, 2005, please provide the following additional
information:

* Clarify what claims data was utilized in the actuarial studies
conducted during 2005.  Did the studies analyze the original
outstanding claims that necessitated the $24.5M reserve taken in
2003, or, did the studies include current claims?  If only the
original claims were considered, please explain to us how the
actuarial findings impacted your accounting for current claims.
Alternatively, if the studies included data on current claims,
please
tell us if the reversals taken during 2005 only related to claims
that resulted in the original $24.5M charge and help us understand
how your accounting for current claims is appropriate.
* Explain why prior actuarial studies did not consider data on
open
purchase orders and how you have considered the adequacy of your
reserves, excluding the $24.5M reserve, in light of this new
information.
* Explain how you determined the amount of the reversal related to
open claims and why you concluded that these reserves are no
longer
necessary.
* Tell us the remaining balance of the original $24.5M reserve and
explain why you believe this reserve is probable and has been
reasonably estimated.  It appears to us that the strategic
initiatives and operational changes you implemented have been in
place for some time, particularly in light of prior correspondence
that indicated that claims are typically incurred during the early
years of a warranty period.  In addition, we note that you
indicate
if the results and trends in your business seen in 2004 and 2005
continue into 2006, the reserve would substantially be depleted.
It
is not clear to us if you are implying that an additional reversal
may occur in 2006.  It is not clear to us why you have been unable
to
provide more accurate estimates.
* Given the new information resulting from the actuarial reports
and
the subsequent reversals of your reserve, explain to us why you
believe you have the ability to reasonably estimate the costs
associated with your warranties.  In addition, explain to how you
continue to believe that you have sufficient historical evidence
of
the costs of performing services under these contracts such that
recognizing revenues on the basis of costs incurred is
appropriate.

2. We have reviewed your proposed disclosure under critical
accounting policies.  Please revise your disclosures to include a
more specific and comprehensive explanation of the impact of claim
frequency and claim severity in estimating your original $24.5M
reserve and how changes in these assumptions resulted in
subsequent
reversals.


Closing Comments

	As appropriate, please amend your registration statement in
response to these comments.  You may contact Patricia Armelin,
Staff
Accountant, at (202) 551-3747 or Anne McConnell, Senior
Accountant,
at (202) 551-3709 if you have questions regarding comments on the
financial statements and related matters.  Please contact Craig
Slivka, Staff Attorney, at (202) 551-3729 or in his absence Chris
Edwards, Special Counsel, at (202) 551-3742 with any other
questions.

									Sincerely,


								Assistant Director
								Pamela A. Long

CC:	Martin R. Rosenbaum, Esq.
	(612) 642-8326
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Rolf Engh, General Counsel
The Valspar Corporation
Page 1 of 2



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE